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

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Offering Memorandum at the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date will not, in each case, contain any untrue statement of a material fact or, in each case, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below), considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Offering Memorandum at the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), ) at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date will not, in each case, not contain any untrue statement of a material fact or, in each case, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. The Company and the Guarantors have has not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below)subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Offering Memorandum at the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date will not, in each case, not contain any untrue statement of a material fact or, in each case, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. The Company and the Guarantors have has not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below)subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Offering Memorandum at Neither the Pricing Disclosure Package, as of the Time of Sale did not andSale, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and nor the Final Memorandum, and any amendment or supplement thereto, as of its date and or (as amended or supplemented in accordance with Section 5(a), as applicable) as of the Closing Date will notDate, in each case, contain any contains an untrue statement of a material fact or, in each case, omit or omits to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedprovided that this representation, however, that the representations or warranties set forth in this paragraph warranty and agreement shall not apply to statements in or omissions from the Pricing Disclosure Package, the Final Memorandum or any Memorandum and the Company Additional Written Information amendment or supplement thereto made in reliance upon and in conformity with information furnished in writing to the Company in writing by any Initial Purchaser through the Initial Purchasers Representative expressly for use thereinin the Pricing Disclosure Package, the Final Memorandum or amendment or supplement thereto, as the case may be. The Pricing Disclosure Package contains, and the Final Memorandum will contain, all the information specified in Section 12in, and meeting the requirements of, Rule 144A under the Securities Act. The Company and the Guarantors have has not distributed or referred to and will not distribute or refer distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any written communication (as defined offering material in Rule 405 connection with the offering and sale of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) Pricing Disclosure Package and the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respectsMemorandum. (bi) The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State jurisdiction of Delaware. The its incorporation, (ii) each of the Company’s subsidiaries have been duly incorporated or otherwise formed and are validly existing as a corporation, partnership, limited liability company or other legal entity and in good standing under the laws of their respective jurisdictions of incorporation or formation, and (iii) each of the Company and its subsidiaries is duly qualified to do business as a foreign corporation and is in good standing or other legal entity under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business; except in such jurisdictions in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualify incorporated or be in good standing would notorganized and validly existing or to so qualify, in the aggregate, reasonably be expected to would not have a Material Adverse Effect. As used in this Agreement, the term “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operationscondition (financial or otherwise), properties, assets, liabilities, earnings, financial conditionnet worth, results of operations or management of the Company and its Subsidiaries (as defined below), considered as one enterpriseprospects, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the NotesCompany, the Guarantees or the Transaction DocumentsGuarantors and their subsidiaries, considered as one enterprise.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly each represents and severally represent and warrant warrants to, and agree agrees with, each of the Initial several Purchasers that: (ai) The Each document filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Preliminary Offering Memorandum at Document or the Time Offering Document (collectively, the "EXCHANGE ACT REPORTS") complied, on the date originally filed, or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of Sale the Commission thereunder and (ii) the Preliminary Offering Document as of its date did not andcontain and the Offering Document, at in the form used by the Purchasers to confirm sales and on the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date will not, in each case, contain any untrue statement of a material fact or, in each case, or omit to state any a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations or and warranties set forth in this paragraph shall do not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance Preliminary Offering Document or the Offering Document based upon and in conformity with written information furnished in writing to the Company by any Purchaser through X.X. Xxxxxx Securities Inc. and Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, as representatives (the Initial Purchasers expressly "REPRESENTATIVES") specifically for use therein, it being understood and agreed that the only such information is that described as specified such in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act7(b) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respectshereof. (b) The Company has been duly organized incorporated and is validly an existing as a corporation in good standing under the laws of the State of Delaware. The , with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in all other jurisdictions in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification, except where to the extent that the failure to be so qualify qualified would not individually or be in good standing would not, in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on the condition (i) the financial or other), business, operations, properties, assets, liabilities, earnings, financial condition, properties or results of operations or management of the Company and its Subsidiaries subsidiaries taken as a whole (as defined below"MATERIAL ADVERSE EFFECT"), considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors Guarantors, jointly and severally severally, represent and warrant to, and agree with, each of to the Initial Purchasers that: (a) The No order or decree preventing the use of the Preliminary Offering Memorandum at the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with or the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and Memorandum or any amendment or supplement thereto, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Act, has been issued and no proceeding for any such purpose has been commenced or is pending or, to the knowledge of the Company, is threatened. (b) The Preliminary Offering Memorandum and the Offering Memorandum, as of its date their respective dates, and the Offering Memorandum, as of the Closing Date Date, did not or will not, in each case, not contain any an untrue statement of a material fact or, in each case, or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations or warranties set forth in this paragraph shall representation and warranty does not apply to statements in or omissions from any the Preliminary Offering Memorandum and the Company Additional Written Information Offering Memorandum made in reliance upon and in conformity with information relating to the Initial Purchasers furnished in writing to the Company in writing by the Initial Purchasers through Salomon Brothers Inc expressly for use therein. (c) As of the Closing Date, as specified in Section 12. The the Indenture will have been duly and validly authorized by the Company and the Guarantors and, upon its execution and delivery by the Company and the Guarantors, and assuming due (d) As of the Closing Date, the Notes and the Guarantees will have not distributed or referred been duly authorized by the Company and the Guarantors, respectively, and, when executed by the Company and the Guarantors, respectively, and (in the case of the Notes) authenticated by the Trustee in accordance with the Indenture and delivered to the Initial Purchasers against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum constitute valid and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management binding obligations of the Company and its Subsidiaries (the Guarantors, respectively, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as defined below)enforcement thereof may be limited by bankruptcy, considered as one enterprise, whether insolvency or not other similar laws affecting the enforcement of creditors' rights generally and subject to the applicability of general principles of equity; and the Securities conform in all material respects to the description thereof in the ordinary course Offering Memorandum. (e) Each direct and indirect subsidiary of businessthe Company is set forth on SCHEDULE II attached hereto (each, or (ii) a "Subsidiary"). All the ability outstanding shares of capital stock of the Company and each Guarantor to perform its obligations under the NotesSubsidiary have been duly authorized and validly issued, the Guarantees are fully paid and nonassessable and are free of any preemptive or the Transaction Documentssimilar rights.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors Guarantors, jointly and severally severally, represent and warrant to, and agree with, to each of the Initial Purchasers that:Purchaser as set forth below in this Section 1. (a) The Offering Memorandum at the Time of Sale did not andPreliminary Memorandum, at the Closing Datedate thereof, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date will not, in each case, contain any untrue statement of a material fact or, in each case, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Execution Time and on the Closing Date, the Final Memorandum did not, and will not (and any amendment or supplement thereto, at the date thereof, on the Closing Date will not), contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations Company and the Guarantors make no representation or warranties set forth in this paragraph shall not apply warranty as to statements the information contained in or omissions omitted from the Preliminary Memorandum or the Final Memorandum, or any Memorandum and the Company Additional Written Information made amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchasers expressly through the Representatives specifically for use inclusion therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) None of the Company, the Guarantors or any of their Subsidiaries, nor any person acting on their behalf (other than the Initial Purchasers or anyone acting on their behalf, as to whom the Company makes no representation) has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration of the Securities under the Act. (c) None of the Company, the Guarantors or any of their Subsidiaries, nor any person acting on its or their behalf (other than the Initial Purchasers or anyone acting on their behalf, as to whom the Company makes no representation) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States. (d) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act. (e) None of the Company, the Guarantors or any of their Subsidiaries, nor any person acting on their behalf (other than the Initial Purchasers or anyone acting on their behalf, as to whom the Company makes no representation) has engaged in any directed selling efforts with respect to the Securities, and each of them has complied with the offering restrictions requirement of Regulation S. Terms used in this paragraph and not otherwise defined in this Agreement have the meanings given to them by Regulation S. (f) None of the Company nor any of the Guarantors is, nor after giving effect to the Transactions and the application of the proceeds thereof as described under the heading "Use of Proceeds" in the Final Memorandum will be, an "investment company" within the meaning of the Investment Company Act. (g) HLI is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. (h) None of the Company, the Guarantors or any of their Subsidiaries has paid or agreed to pay to any person any compensation for soliciting another to purchase any Securities (except as contemplated by this Agreement). (i) None of the Company, the Guarantors or any of their Subsidiaries has, directly or indirectly, taken any action designed to cause or which has constituted or which might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (j) The Company, the Guarantors and each of their Subsidiaries has been duly incorporated or organized and is validly existing as a corporation corporation, limited liability company or partnership in good standing (to the extent such concept exists) under the laws of the State of Delaware. The Company jurisdiction in which it is incorporated or organized with full corporate, limited liability company or partnership power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Final Memorandum, and is duly qualified to do business as a foreign corporation corporation, limited liability company or partnership and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property that requires such qualification, ; except where the failure to so qualify or be in good standing or duly qualified, incorporated or organized, or to have such power or authority (i) would notnot reasonably be expected to have a material adverse effect on the performance of this Agreement, in the aggregateIndenture, the Securities or the Registration Rights Agreement, or the consummation of any of the transactions contemplated hereby or thereby; or (ii) would not reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean . (k) All the outstanding shares of Capital Stock of each of the Company, the Guarantors and each of their Subsidiaries have been duly authorized and issued and are fully paid and, to the extent applicable, nonassessable, and, except as otherwise set forth in the Final Memorandum, (and except directors' qualifying shares and other de minimis amounts of shares required to be issued to third parties pursuant to local law requirements) all outstanding shares of the Subsidiaries of the Company are owned by the Company either directly or through wholly-owned Subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. (l) Schedule II hereto sets forth all the Company's direct and indirect parent companies and each of the Company's direct and indirect domestic Subsidiaries as of the date hereof. (m) The authorized equity capitalization of Holdco after the effectiveness of the Merger is as set forth in the Final Memorandum. (n) The statements in the Final Memorandum under the headings "Risk Factors - Legal proceedings - we will be subject to claims made after the date that we filed for bankruptcy and other claims that are not discharged in the bankruptcy proceeding, which could have a material adverse change in or effect significant negative impact on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, our results of operations or management and profitability," "Risk Factors - Legal proceedings - we are being investigated by the Securities and Exchange Commission," "Risk Factors - Environmental matters - we are subject to potential exposure to environmental liabilities," "Business - Environmental Compliance," "Business - Legal Proceedings," "The Bankruptcy Case," "Certain Related Party Transactions," "Description of Material Debt," "Description of the Company Notes," "Exchange Offer; Registration Rights," "Notice to Investors" and its Subsidiaries "Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders" (insofar as defined belowsuch statements purport to summarize certain U.S. federal income tax consequences with respect to an investment in the Notes), considered as one enterprisefairly summarize, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notesall material respects, the Guarantees or the Transaction Documentsmatters therein described.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers Purchaser that: (a) The Preliminary Memorandum as of its date does not contain; the Offering Memorandum at the Time of Sale did not and, and at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final MemorandumMemorandum as of its date and the Closing Date, and any amendment or supplement thereto, as of its date thereto does not and as of the Closing Date will not, in each case, not contain any untrue statement of a material fact or, in each case, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers Purchaser expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information10. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respectsaccurate. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material existing or prospective adverse change in or effect on (i) the business, operations, properties, assets, liabilities, shareholders’ equity, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below)subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees Notes or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors jointly and severally represent represents and warrant warrants to, and agree agrees with, each of the Initial several Purchasers that: (a) The Company has prepared or will prepare a Preliminary Offering Memorandum at Circular and a Final Offering Circular. The Preliminary Offering Circular, the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; General Disclosure Package and the Final MemorandumOffering Circular have been prepared by the Company and the Guarantors for use by the Purchasers in connection with the offer and resale of the Offered Securities. No order or decree preventing or suspending the use of the Preliminary Offering Circular, the General Disclosure Package or the Final Offering Circular, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and any amendment no proceeding for that purpose has been commenced or supplement theretois pending, or to the knowledge of the Company and the Guarantors, threatened. (b) As of its date and the date of this Agreement, the Preliminary Offering Circular does not, and, as of its date and as of the Closing Date Date, the Final Offering Circular will not, in each case, contain not include any untrue statement of a material fact oror 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. At the Applicable Time, and as of the Closing Date, neither (i) the General Disclosure Package, (ii) any individual Supplemental Marketing Material, when considered together with the General Disclosure Package, nor (iii) any General Solicitation Communication, when considered together with the General Disclosure Package, included, or will include, any untrue statement of a material fact or omitted, or will 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. The preceding two sentences do not apply to statements in or omissions from the Preliminary Offering Circular, the Final Offering Circular, the General Disclosure Package, any General Solicitation Communication, or any Supplemental Marketing Material based upon written information furnished to the Company by the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Each of the Preliminary Offering Circular, the General Disclosure Package and the Final Offering Circular, each caseas of (i) its respective date (or in the case of the General Disclosure Package, as of the Applicable Time) and (ii) the Closing Date, contains or will contain all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. The Company’s Exchange Act Reports which have been or will be filed by the Company with the Commission or sent to stockholders pursuant to the Exchange Act and incorporated by reference in the Preliminary Offering Circular, the General Disclosure Package or Final Offering Circular do not and will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were or are filed with the Commission, that conformed or will conform in all material respects to the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum requirements of the Exchange Act and the Company Additional Written Information made in reliance upon Rules and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. Regulations. (c) The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company Guarantor has been duly organized incorporated or formed and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the State of Delaware. The its respective organization, with full corporate or limited liability company power and authority, as applicable, to own, lease and operate its properties, conduct its business as described in the Preliminary Offering Circular, the General Disclosure Package and the Final Offering Circular; and each of the Company and each Guarantor is duly qualified to do business as a foreign corporation or limited liability company to transact business and is in good standing under the laws of in each other jurisdiction in which such qualification is required, whether by reason of the conduct of its business or its ownership or leasing of property requires such qualificationor the conduct of business, except where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, reasonably result in a Material Adverse Effect (as defined below). (d) The Company has no significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) other than those set forth on Schedule D (the “Significant Subsidiaries”); the Company owns, directly or indirectly, all of the issued and outstanding capital stock or other equity interests of each of its subsidiaries; other than the capital stock of its subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity, except as disclosed in the Preliminary Offering Circular, the General Disclosure Package and the Final Offering Circular; complete and correct copies of the charters and the bylaws (or similar organizational documents) of the Company and each Significant Subsidiary and all amendments thereto have been delivered to you; all of the outstanding shares of capital stock or other equity interests of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no security interest, other encumbrance or adverse claims, except as disclosed in the Preliminary Offering Memorandum, the General Disclosure Package and the Final Offering Circular; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or ownership interests in the Significant Subsidiaries are outstanding. (e) The Company has an authorized and outstanding capitalization as set forth in each of the General Disclosure Package and the Final Offering Circular under the heading “Capitalization”, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. (f) The Company and each of the Guarantors have all requisite corporate or limited liability company power and authority, as applicable, to execute, deliver and perform their respective obligations under the Transaction Documents and all action required to be expected taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken. (g) The Indenture has been duly authorized by each of the Company and each Guarantor and on the Closing Date will be duly executed and delivered by the Company and each Guarantor and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each Guarantor enforceable against the Company and each Guarantor in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (collectively, the “Enforceability Exceptions”). The Indenture will conform to the description thereof in each of the General Disclosure Package and the Final Offering Circular. (h) The Offered Securities have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when the Offered Securities are authenticated in the manner provided for in the Indenture and are delivered and paid for pursuant to this Agreement on the Closing Date, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits and security provided by the Indenture and the Security Documents. The Offered Securities will conform to the description thereof in each of the General Disclosure Package and the Final Offering Circular. (i) The Guarantee to be endorsed on the Offered Securities by each Guarantor has been duly authorized by each such Guarantor; and, when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date and issued, executed and authenticated in accordance with the terms of the Indenture, the Guarantee of each Guarantor endorsed thereon will have been duly executed and delivered by each such Guarantor, will conform to the description thereof contained in each of the General Disclosure Package and the Final Offering Circular and will constitute valid and legally binding obligations of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to the Enforceability Exceptions, and will be entitled to the benefits and security provided by the Indenture. (j) There are no persons with registration rights or other similar rights to have any securities registered for sale or otherwise registered for sale or sold by the Company under the Securities Act pursuant to this Agreement. (k) Neither the Company nor any of its subsidiaries is (i) in violation of its charter, by-laws or similar organizational document, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any subsidiary is subject, except for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect, or (iii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations, except for such violations that would not, individually or in the aggregate, result in a Material Adverse Effect. The execution and delivery by the Company and the Guarantors of, and the performance by the Company and the Guarantors of their respective obligations under (including the issuance and sale of the Offered Securities and the use of the proceeds from the sale of the Offered Securities as described under the caption “Material Adverse EffectUse of Proceeds” shall mean a in the General Disclosure Package and the Final Offering Circular), this Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws or similar organizational documents of the Company or such Guarantor or any agreement or other instrument binding upon the Company or any of its subsidiaries or to which any of the properties or assets of the Company or any of its subsidiaries is subject that is material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of to the Company and its Subsidiaries subsidiaries, taken as a whole, or any law, statute, rule, regulation, writ, judgment, order or decree of any arbitrator, regulatory body, governmental body, agency or court or other authority, body or agency having jurisdiction over the Company or any subsidiary, or constitute a Debt Repayment Triggering Event (as defined below), considered and no consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is required for the performance by the Company and the Guarantors of their respective obligations under this Agreement, except (i) such as one enterprisehave been obtained or made under the Securities Act, whether (ii) such as may be required by the securities or not Blue Sky laws of the various states in connection with the ordinary course offer and sale of businessthe Offered Securities, or (iiiii) such consents, approvals, authorizations, filings or orders that will be obtained or completed on or prior to each Closing Date. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the ability right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company and each Guarantor to perform or any of its obligations under the Notes, the Guarantees or the Transaction Documentssubsidiaries.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors Guarantors, jointly and severally severally, represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The A preliminary offering circular (the “Preliminary Offering Memorandum at Circular”) relating to the Time Offered Securities to be offered by the Purchasers and a final offering circular (the “Final Offering Circular”) disclosing the offering price and other final terms of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; Offered Securities and the Final Memorandum, and any amendment or supplement thereto, as of its date and dated as of the Closing Date date of this Agreement (even if finalized and issued subsequent to the date of this Agreement) have been or will notbe prepared by the Company. “General Disclosure Package” means the Preliminary Offering Circular, together with any Issuer Free Writing Communication (as hereinafter defined) existing at the Applicable Time (as hereinafter defined) and the information which is intended for general distribution to prospective investors, as evidenced by its being specified in each caseSchedule B to this Agreement (including the term sheet listing the final terms of the Offered Securities and their offering, contain included in Schedule C to this Agreement, which is referred to as the “Terms Communication”). “Applicable Time” means 5:45 p.m. (New York City time) on the date of this Agreement. As of the date of this Agreement, the Final Offering Circular does not include any untrue statement of a material fact or, in each case, or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. At the Applicable Time, howeverneither (i) the General Disclosure Package, that nor (ii) any individual Supplemental Marketing Material (as hereinafter defined), when considered together with the representations General Disclosure Package, included any untrue statement of a material fact or warranties set forth omitted to state any material fact necessary in this paragraph shall order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding two sentences do not apply to statements in or omissions from the Preliminary Offering Circular, the Final Offering Circular, the General Disclosure Package or any Memorandum and the Company Additional Written Information made in reliance Supplemental Marketing Material based upon and in conformity with written information furnished in writing to the Company by the Initial Purchasers expressly any Purchaser through Banc of America specifically for use therein, it being understood and agreed that the only such information is that described as specified such in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act8(b) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respectshereof. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below), considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Each of the Company and the Guarantors Guarantors, jointly and severally represent severally, represents and warrant to, and agree with, each of warrants to the Initial Purchasers Investor that: (a) The Offering Memorandum at the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as each of the Closing Date will not, in each case, contain any untrue statement of a material fact or, in each case, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company has been duly organized formed and is validly existing as a corporation and in good standing under the laws of its jurisdiction of organization, (ii) has full power and authority to (A) execute, deliver and perform its obligations under this Exchange and Subscription Agreement, the State Indenture, the Security Agreements to which it is a party and the New Notes and (B) carry on its business and to own, lease and operate its properties and assets as described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014 or in any Current Report on Form 8-K or Quarterly Report on Form 10-Q of Delaware. The the Company filed with or furnished to the Securities and Exchange Commission (the “SEC”) after January 31, 2014 (such filings, collectively, the “Exchange Act Reports”) and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing under as a foreign corporation, partnership or other entity as the laws of case may be, authorized to do business in each jurisdiction in which the conduct nature of its such business or its the ownership or leasing of property such properties requires such qualification, except where the failure to be so qualify qualified would not individually or be in good standing would not, in the aggregate, reasonably be expected to aggregate have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (iw) the properties, business, prospects, operations, propertiesearnings, assets, liabilities, earnings, liabilities or condition (financial condition, results of operations or management otherwise) of the Company and its Subsidiaries subsidiaries (as defined belowin Rule 405 under the Securities Act, the “Subsidiaries”), considered taken as one enterprisea whole, whether or not in the ordinary course of business, or (iix) the ability of the Company and each Guarantor or any of its Subsidiaries to perform its obligations under the NotesExchange and Subscription Agreements, the Guarantees Indenture, the Security Agreements or the Transaction New Notes (collectively, the “Documents”), (y) the validity or enforceability of any of the Documents, or (z) the consummation of any of the transactions contemplated by the Documents (each, a “Material Adverse Effect”). (b) The Exchanged New Notes and the Purchased New Notes have been duly and validly authorized by the Company and, when issued and authenticated in accordance with the Indenture and delivered to and paid for by the Investor in accordance with the terms hereof, will have been duly executed and delivered by the Company and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except that the enforcement thereof may be subject to (1) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally; and (2) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought. (c) The New Note Guarantees have been duly and validly authorized by the Guarantors and, when the Indenture has been executed and delivered by such Guarantor and the Exchanged New Notes and the Purchased New Notes have been issued and authenticated in accordance with the Indenture and delivered to and paid for by the Investor in accordance with the terms hereof, each Guarantor’s New Note Guarantees with respect to such Exchanged New Notes and the Purchased New Notes will constitute legal, valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their terms, except that the enforcement thereof may be subject to (1) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally; and (2) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought. (d) The Indenture has been duly and validly authorized by the Company and the Guarantors and, at the Closing Date, will have been duly executed and delivered by the Company and the Guarantors and will constitute a legal, valid and binding obligation of each of the Company and the Guarantors, enforceable against each of the Company and the Guarantors in accordance with its terms, except that the enforcement thereof may be subject to (1) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally; and (2) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought. (e) Each of the Security Agreements to which the Company or a Guarantor is a party has been duly and validly authorized by the Company and each Guarantor, as applicable, and, at the Closing Date, will have been duly executed and delivered by the Company and each Guarantor, as applicable, and will constitute a legal, valid and binding obligation of the Company and each Guarantor, as applicable, enforceable against the Company and each Guarantor, as applicable, in accordance with its terms, except that the enforcement thereof may be subject to (1) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally; and

Representations and Warranties of the Company and the Guarantors. The Each of the Company and the Guarantors jointly Guarantors, severally and severally represent not jointly, hereby represents and warrant towarrants to the Consenting Bondholders, and agree withas at the date of this Restructuring Agreement, each of the Initial Purchasers that: (a) The Offering Memorandum at no Order has been made, petition presented or resolution passed for the Time winding up of Sale did not or appointment of a provisional liquidator to any Material Company; (b) no administration order has been made and no petition for administration in respect of any Material Company has been made; (c) neither a receiver nor an administrative receiver has been appointed on the whole or part of the assets of any Material Company; and (d) no proceedings analogous to the foregoing has been commenced in respect of any Material Company in any jurisdiction. 6.2 it and, at if applicable, the Closing Dateduly authorised attorney acting on its behalf, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum)has all requisite corporate power, at the Time of Sale did not authority and, at the Closing Dateif applicable, will not contain; legal capacity to execute and the Final Memorandumdeliver this Restructuring Agreement, and any amendment or supplement theretoto consummate the transactions contemplated hereby. The execution, as of its date delivery and as performance by each of the Closing Date will not, in each case, contain any untrue statement of a material fact or, in each case, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company this Restructuring Agreement has been duly organized authorised by all necessary corporate or other organizational action on its behalf. This Restructuring Agreement has been and is will be, duly and validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation executed and is in good standing under the laws of delivered by each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries the Guarantors and (as defined below)assuming the due authorization, considered as one enterpriseexecution and delivery by the other parties hereto and thereto) this Restructuring Agreement constitutes when so executed and delivered and will constitute, whether or not in the ordinary course of businesstheir legal, or (ii) the ability valid and binding obligations enforceable against each of the Company and each Guarantor the Guarantors in accordance with their respective terms, subject to perform applicable bankruptcy, insolvency, reorganization, moratorium, procedural and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 6.3 the corporate structure of the Group is that set forth in the Structure Chart attached as Appendix C hereto and there are no Subsidiaries of the Company nor any Material Companies which are not shown on the Structure Chart. (a) it neither owns outright, nor has any beneficial interest in the Bonds as of the date of this Restructuring Agreement; and (b) has not entered into any discussions in respect of the Bonds with any Bondholders, except for (i) discussions undertaken with the Ad Hoc Committee and its obligations under members and/or the Notes, Ad Hoc Committee’s Legal and/or Financial Advisers and (ii) as may have been necessary in order to execute this Restructuring Agreement. 6.5 it shall agree to execute and deliver such other documents or agreements and to take such other action as may be reasonably necessary for the Guarantees or the Transaction Documentsimplementation of this Restructuring Agreement.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors Guarantors, jointly and severally severally, represent and warrant to, and agree with, each of the Initial Purchasers Purchaser that: (a) The Offering Memorandum at A preliminary offering memorandum dated as of January 30, 2013, as amended and supplemented from time to time prior to the Time of Sale did not and, at date hereof (the Closing Date, will not contain; the Company Additional Written Information (when taken together with the “Preliminary Offering Memorandum), at ”) relating to the Time Offered Securities to be offered by the Purchaser and a final offering memorandum (the “Final Offering Memorandum”) disclosing the offering price and other final terms of Sale did not and, at the Closing Date, will not contain; Offered Securities and the Final Memorandum, and any amendment or supplement thereto, as of its date and is dated as of the Closing Date date of this Agreement (even if finalized and issued subsequent to the date of this Agreement) have been or will notbe prepared by the Company. “General Disclosure Package” means the Preliminary Offering Memorandum, together with any Issuer Free Writing Communication (as hereinafter defined) existing at the Applicable Time (as hereinafter defined) which is intended for general distribution to prospective investors, as evidenced by its being specified in each caseSchedule B to this Agreement (including the pricing supplement listing the final terms of the Offered Securities and their offering, contain included in Schedule B to this Agreement, which is referred to as the “Pricing Supplement”). “Applicable Time” means 10:00 a.m. (New York time) on the date of this Agreement. As of the date of this Agreement, the Final Offering Memorandum does not include any untrue statement of a material fact or, in each case, or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. At the Applicable Time neither (i) the General Disclosure Package, howevernor (ii) any individual Supplemental Marketing Material (as hereinafter defined), that when considered together with the representations General Disclosure Package, included any untrue statement of a material fact or warranties set forth omitted to state any material fact necessary in this paragraph shall order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding two sentences do not apply to statements in or omissions from the Preliminary Offering Memorandum or Final Offering Memorandum, the General Disclosure Package or any Memorandum and the Company Additional Written Information made in reliance Supplemental Marketing Material based upon and in conformity with written information furnished in writing to the Company by the Initial Purchasers expressly or on behalf of any Purchaser specifically for use therein, it being understood and agreed that the only such information is that described as specified such in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act8(b) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respectshereof. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below), considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors Guarantors, jointly and severally severally, represent and warrant towarrant, and agree with, with each of the Initial Purchasers that: (a) The Preliminary Memorandum, the Offering Memorandum at the Time of Sale did not and, and at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and together with any amendment or supplement thereto, as of its date do not and as of the Closing Date will not, in each case, not contain any untrue statement of a material fact or, in each case, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 1211. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate. The Company and the Guarantors have has not distributed or referred to and will not distribute or refer to any written communication communications (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes (each such communication by the Company or its agents and representatives (other than the communications referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, Final Memorandum and (iii) the Final Memorandum and recorded electronic road show made available to investors (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources “Recorded Road Show”); provided that the Company believes makes no representation or warranty with respect to be reliable any statements or omissions made in each such Issuer Written Communication in reliance upon and accurate in all conformity with information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representatives expressly for use in any Issuer Written Communication. Any information in an Issuer Written Communication that is not otherwise included in the Offering Memorandum and the Final Memorandum does not conflict with the Offering Memorandum or the Final Memorandum and, each Issuer Written Communication, when taken together with the Offering Memorandum, does not at the Time of Sale and, when taken together with the Final Memorandum at the Closing Date, will not contain any untrue statement of a material respectsfact 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. (b) The Each of the Company and the Guarantors has been duly organized and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation or organization. Each of the State of Delaware. The Company and the Guarantors is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company and the Guarantors taken as a whole. “Material Adverse Effect” shall mean a material adverse change in or effect on or any development having a prospective material adverse effect on (i) the business, operations, properties, assets, liabilities, earnings, business condition (financial conditionor otherwise), results of operations or management of the Company and its Subsidiaries (as defined below)the Guarantors and their subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The (a) Each of the Company and the Guarantors Guarantors, jointly and severally represent severally, hereby represents and warrant to, and agree with, each of warrants to the Initial Purchasers Underwriters that: (ai) The Offering Memorandum at Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Time 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of Sale did not and, at objection of the Closing Date, will not contain; Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Company Additional Written Information (when taken together with or related to the Offering Memorandum)offering has been initiated or, at to the Time knowledge of Sale did not andthe Company, at threatened by the Closing Date, will not containCommission; and as of the Final Memorandum, applicable effective date of the Registration Statement and any amendment or supplement thereto, the Registration Statement complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act of 1939, as of its date amended (the “Trust Indenture Act”), and as the rules and regulations of the Closing Date Commission thereunder, and did not and will not, in each case, not contain any untrue statement of a material fact or, in each case, or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the representations Company and the Guarantors make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or warranties set forth in this paragraph shall not apply to (ii) any statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company by the Initial Purchasers expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto. (ii) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, as specified in Section 12. the light of the circumstances under which they were made, not misleading; provided that the Company and Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company expressly for use in any Preliminary Prospectus. (iii) The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company expressly for use in such Time of Sale Information. (iv) The Company (including its agents and representatives, other than the Guarantors have Underwriters and their agents and representatives) has not distributed prepared, made, used, authorized or referred to approved and will not distribute prepare, make, use, authorize or refer to approve any “written communication communication” (as defined in Rule 405 of under the Securities Act0000 Xxx) that constitutes an offer to sell or solicitation of an offer to buy the Notes Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Preliminary Memorandum1933 Act or Rule 134 under the 1933 Act, (ii) the Offering MemorandumPreliminary Prospectus, (iii) the Final Memorandum Prospectus, (iv) the document set out in Schedule II hereto as constituting part of the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved by the Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the 1933 Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the 1933 Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company expressly for use in any Issuer Free Writing Prospectus. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto, if any, for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 0000 Xxx) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act, and (iv) as of the Time of Sale, the Company Additional Written Informationwas and is a “well known seasoned issuer” as defined in Rule 405 of the 1933 Act. (i) At the time of filing the Registration Statement and (ii) as of the Time of Sale (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the 1933 Act). (vii) The documents incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the 1934 Act and the rules and regulations of the Commission thereunder. (viii) The Company is subject to Section 13 or 15(d) of the 1934 Act. (ix) KPMG LLP, who have reported upon certain audited financial statements and schedules included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus are an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States). (x) The consolidated historical financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and changes in financial position of the Company and its subsidiaries for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved. The statistical and industry selected financial data included in each Memorandum are based the Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included or derived from sources that incorporated by reference in the Company believes to be reliable Registration Statement, the Time of Sale Information and accurate the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus have been prepared, in all material respects, in accordance with the Commission’s rules applicable thereto. (bxi) The Company has been is a corporation duly organized and is formed, validly existing as a corporation and in good standing under the laws of the State of Delaware. The Delaware with power and authority under such laws to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus; and the Company is duly qualified to do transact business as a foreign corporation and is in good standing under the laws of in each other jurisdiction in which the conduct it owns or leases property of its a nature, or transacts business or its ownership or leasing of property requires a type, that would make such qualificationqualification necessary, except where to the extent that the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below)subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or . (iixii) the ability The subsidiaries of the Company set forth on Part A (Guarantors) of Schedule III hereto, Part B (Non-Guarantor Restricted Subsidiaries) of Schedule III hereto and Part C (Unrestricted Subsidiaries) of Schedule III hereto are, as of the Time of Sale and as of the Closing Date, all of the subsidiaries of the Company (collectively, the “Subsidiaries”). (xiii) Each Guarantor that is a corporation or limited liability company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization with power and authority (corporate and other) under such laws to own, lease and operate its properties and conduct its business; and each such Guarantor that is a corporation or limited liability company is duly qualified to perform transact business as a foreign corporation or limited liability company, as applicable, and is in good standing in each other jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification necessary, except to the extent that the failure to be so qualified or in good standing would not have a material adverse effect on the Company and its obligations under subsidiaries, considered as one enterprise. All of the Notesoutstanding shares of capital stock or membership interests of each Guarantor that is a corporation or limited liability company have been duly authorized and validly issued and are fully paid and nonassessable and, except as disclosed or contemplated by the Registration Statement, the Guarantees Time of Sale Information and the Prospectus, are owned by the Company, directly or through one or more Subsidiaries, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity or encumbrance of any kind other than the Transaction Documentsliens permitted to be granted pursuant to that certain credit agreement, dated as of June 30, 2011, by and among the Company, certain of its Subsidiaries, JPMorgan Chase Bank, National Association, as Administrative Agent, the other agents party thereto and the lenders party thereto from time to time, as amended or modified.

Representations and Warranties of the Company and the Guarantors. The Each of the Company and the Guarantors Guarantors, jointly and severally represent severally, represents and warrant warrants to, and agree agrees with, each of the Initial Purchasers you that: (a) The As of their respective dates, the Preliminary Offering Memorandum at and the Time of Sale did not andOffering Memorandum do not, and at the Closing Date, will not contain; the Company Additional Written Information Date (when taken together with as defined herein) the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date Memorandum will not, in each case, contain any untrue statement of a material fact or, in each case, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations or and warranties set forth contained in this paragraph (a) shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any Memorandum and the Company Additional Written Information supplement or amendment to them) made in reliance upon and in conformity with information relating to the Initial Purchaser furnished to the Company in writing by or on behalf of the Initial Purchaser expressly for use therein. The Company acknowledges for all purposes under this Agreement that the last paragraph on the cover page, and the fifth paragraph and the last sentence of the seventh paragraph under the caption "Plan of Distribution" in the Offering Memorandum constitute the only written information (the "Initial Purchaser Information") furnished to the Company by the Initial Purchasers Purchaser expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, Offering Memorandum (ii) or the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes Initial Purchaser shall not be deemed to be reliable have provided any other information (and accurate in all material respectstherefore is not responsible for any such statement or omission) pertaining to any arrangement or agreement with respect to any party other than the Initial Purchaser. (b) The Company No action has been duly organized taken and is validly existing as a corporation in good standing under no statute, rule, regulation or order has been enacted, adopted or issued by any governmental body, agency or official which prevents the laws issuance of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under Securities, prevents or suspends the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management use of the Company and its Subsidiaries (as defined below), considered as one enterprise, whether Offering Memorandum or not in the ordinary course of business, Preliminary Offering Memorandum or (ii) suspends the ability sale of the Company and each Guarantor Securities in any jurisdiction referred to perform its obligations under the Notes, the Guarantees or the Transaction Documents.in Section 2(a)

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers Purchaser that: (a) The Offering Memorandum at the Time of Sale did not andPreliminary Memorandum, at the Closing date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Final Memorandum (without regard to any documents incorporated by reference therein subsequent to the Execution Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did date hereof, does not and, and at the Closing Date, Date (as defined below) will not contain; and the Final Memorandum, (and any amendment or supplement thereto, as of its at the date thereof and as of at the Closing Date Date, will not, in each case), contain any untrue statement of a material fact or, in each case, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties set forth in this paragraph shall not apply as to statements the information contained in or omissions omitted from the Preliminary Memorandum or the Final Memorandum (or any Memorandum and the Company Additional Written Information made amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchasers expressly Purchaser specifically for use inclusion therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects11. (b) The Company has been Each of the Company, the Guarantors and their direct and indirect subsidiaries is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company jurisdiction in which it is chartered or organized, validly existing and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualify incorporated or be in good standing would notorganized and validly existing or to so qualify, in the aggregate, reasonably be expected to would not have a Material Adverse Effect. “Schedule 1 sets forth each jurisdiction in which each of the Company and the Guarantors is chartered or organized and validly existing. As used in this Agreement, the term "Material Adverse Effect” " shall mean a material adverse change in or effect on (i) the business, operationscondition (financial or otherwise), properties, assets, liabilities, earnings, financial condition, net worth or results of operations or management of the Company and its Subsidiaries (as defined below), considered as one enterpriseoperations, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the NotesCompany, the Guarantees or Guarantors and their direct and indirect subsidiaries, considered as one enterprise. As used in this Section 2(b) only, the Transaction Documentsterm Material Adverse Effect does not include a change resulting from a materially adverse change to the industry generally in which the Company operates.

Representations and Warranties of the Company and the Guarantors. The Each of the Company and the Guarantors Guarantors, jointly and severally represent severally, represents and warrant warrants to, and agree agrees with, each of the Initial Purchasers that: (a) The A preliminary offering circular and an offering circular relating to the Offered Securities has been prepared by the Company. Such preliminary offering circular and offering circular (taken together, the “Offering Memorandum at Circular”), as supplemented as of the Time date of Sale did not andthis Agreement, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, documents listed in Schedule B hereto and any amendment other document approved by the Company or supplement thereto, as of its date and as any Guarantor for use in connection with the contemplated resale of the Closing Date will notOffered Securities, in each caseare hereinafter collectively referred to as the “Offering Document”. On the date of this Agreement, contain the Offering Document does not include any untrue statement of a material fact oror omit to state any material fact necessary in order to make the statements therein, in each casethe light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company or the Guarantors by or on behalf of any Purchaser through Credit Suisse First Boston LLC (“CSFB”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the Commission and all subsequent reports (collectively, the “Exchange Act Reports”) which have been filed by the Company with the Commission or sent to shareholders pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate conformed in all material respectsrespects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. (b) The Offered Securities have been duly authorized by the Company; and when the Offered Securities are delivered and paid for pursuant to the Indenture on the Closing Date (as defined below), the Offered Securities will have been duly executed, authenticated, issued and delivered, will be entitled to the benefits of the Indenture and security provided by the Pledge Agreements (as defined below) and will be valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles whether arising in a court of equity or law. The Offered Securities will conform in all material respects to the description thereof in the Offering Document. (c) The Guarantee to be endorsed on the Offered Securities by each Guarantor has been duly authorized by such Guarantor and, when issued, will have been duly executed and delivered by each such Guarantor. When the Offered Securities have been executed, authenticated and issued in accordance with the terms of the Indenture, the Guarantee of each Guarantor endorsed thereon will constitute a valid and legally binding obligation of such Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles whether arising in a court of equity or law. The Guarantees will conform in all material respects to the description thereof in the Offering Document. (d) On the Closing Date, the Exchange Securities (as defined in the Registration Rights Agreement and including any Private Exchange Securities as defined therein) will have been duly authorized by the Company; and when the Exchange Securities are issued, executed and authenticated in accordance with the terms of the Indenture, the Exchange Securities will be entitled to the benefits of the Indenture and security provided by the Pledge Agreements and will be the valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles whether arising in a court of equity or law. The Exchange Securities will conform in all material respects to the description thereof in the Offering Document. (e) The Guarantee to be endorsed on the Exchange Securities by each Guarantor has been duly authorized by such Guarantor and, when issued, will have been duly executed and delivered by each such Guarantor and will conform in all material respects to the description thereof contained in the Offering Document. When the Exchange Securities have been executed, authenticated and issued in accordance with the terms of the Indenture, the Guarantee of each Guarantor endorsed thereon will constitute a valid and legally binding obligation of such Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles whether arising in a court of equity or law. (f) The Company has been duly organized incorporated and is validly an existing corporation in good standing under the laws of the State of New York, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document and the Exchange Act Reports; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify could not reasonably be expected to result in a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries (including the Subsidiary Guarantors) taken as a whole (“Material Adverse Effect”), and attached hereto as Schedule C is list of all such jurisdictions. (g) Holdings has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware. The Company , with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document and the Exchange Act Reports; and Holdings is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in all other jurisdictions in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify could not reasonably be expected to result in a Material Adverse Effect, and attached hereto as Schedule C is list of all such jurisdictions. (h) The Company has no direct or be indirect U.S. subsidiaries other than the Subsidiary Guarantors. (i) Each subsidiary of the Company (including each Subsidiary Guarantor) has been duly incorporated or organized and is an existing corporation or other entity in good standing would notunder the laws of the jurisdiction of its incorporation or organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the aggregateOffering Document and the Exchange Act Reports; and each subsidiary of the Company (including each Subsidiary Guarantor) is duly qualified to do business as a foreign corporation or other entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect. , and attached hereto as Schedule C is list of all such jurisdictions; all of the issued and outstanding capital stock of each subsidiary of the Company (including each Subsidiary Guarantor) has been duly authorized and validly issued and is fully paid and nonassessable; and, except as disclosed in the Offering Document or permitted by the Indenture or the Pledge Agreements, the capital stock of each subsidiary owned by the Company (including each Subsidiary Guarantor), directly or through subsidiaries, is owned free from liens, encumbrances and defects. (j) Each of the Indenture and the pledge agreements, dated as of November 13, 2003 (the “Material Adverse Effect” shall mean Pledge Agreements”), among the Company, U.S. Bank National Association, as collateral agent, and DFG International, Inc. and DFG World, Inc., respectively, has been duly authorized by the Company and the Guarantors party thereto; when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, each of the Indenture and the Pledge Agreements will have been duly executed and delivered by the Company and the Guarantors party thereto, and assuming the due authorization, execution and delivery of the Indenture and Pledge Agreements by the Trustee, will constitute valid and legally binding obligations enforceable against the Company and the Guarantors party thereto in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or, in the case of the Pledge Agreements, the enforcement of the security provided thereby and to general equity principles whether arising in a material adverse change court of equity or at law; when the Offered Securities are so delivered and paid for, each of the Pledge Agreements will create a valid second priority lien upon 65% of the capital stock of the direct foreign subsidiaries of the Guarantor party thereto (the “Collateral”) and will create a similar lien upon the capital stock of any foreign subsidiary acquired or organized by the Guarantor party thereto after the Closing Date and required to be subjected to the lien of the Pledge Agreements, subject only to the exceptions referred to in the Pledge Agreements; and, when the Offered Securities are so delivered and paid for, the Collateral will be duly held by Xxxxx Fargo Bank, National Association, as bailee of the Trustee and the holders of the Offered Securities for purposes of perfecting the second priority liens thereon, and all taxes required to be paid with respect to the execution of the Indenture and the Pledge Agreements and the issuance of the Offered Securities will have been paid. (k) When the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Guarantors party to the Pledge Agreements will have good and marketable title to the Collateral, in each case free from liens, encumbrances and defects other than the liens of the Pledge Agreements, subject only to liens not prohibited by the Indenture or effect the Pledge Agreements; and the descriptions of the Collateral contained in the granting clause of the Pledge Agreements will be correct and adequate for purposes of the Pledge Agreements. (l) Except as disclosed in the Offering Document, there are no contracts, agreements or understandings between the Company or any Guarantor on the one hand and any person on the other that would give rise to a valid claim against the Company or any Guarantor or any Purchaser for a brokerage commission, finder’s fee or other like payment. (m) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement, the Indenture, the Pledge Agreements and the Registration Rights Agreement in connection with the issuance and sale of the Offered Securities by the Company and the issuance of the Guarantees by the Guarantors, except such as may be required under state securities laws and the order of the Commission declaring the Exchange Offer Registration Statement or the Shelf Registration Statement (each as defined in the Registration Rights Agreement) effective. (n) The execution, delivery and performance of this Agreement, the Indenture, the Pledge Agreements and the Registration Rights Agreement by the Company and each Guarantor, the issuance and sale of the Offered Securities by the Company and the issuance of the Guarantees by the Guarantors and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the business, operations, Company or any of the Guarantors or any of their properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below), considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability Replacement Credit Facility and the New Holdings Notes Purchase Agreements (each as defined in the Offering Circular), (iii) any agreement or instrument to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors) is bound or to which any of the properties of the Company or any of the Guarantors is subject, or (iv) the charter, by-laws or other organizational documents of the Company or any the Guarantors, except, in the case of clauses (i) and (iii), where such breach, violation or default would not individually or in the aggregate have a Material Adverse Effect, and the Company and each Guarantor, as the case may be, has full power and authority to authorize, issue and sell the Offered Securities with the Guarantees endorsed thereon as contemplated by this Agreement. (o) This Agreement has been duly authorized, executed and delivered by the Company and each Guarantor. (p) The Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and, on the Closing Date, will have been duly executed and delivered by the Company and each of the Guarantors. When the Registration Rights Agreement has been duly executed and delivered, the Registration Rights Agreement will be a valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each Guarantor in accordance with its terms, subject to perform its obligations under bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles whether arising in a court of equity or law. On the NotesClosing Date, the Guarantees Registration Rights Agreement will conform in all material respects as to legal matters to the description thereof in the Offering Circular. (q) Except as disclosed in the Offering Document, the Company and the Guarantors have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would affect the value thereof or interfere with the Transaction Documents.use made or to be made thereof by them except as could not reasonably be expected to have individually or in the aggregate

Representations and Warranties of the Company and the Guarantors. The Each of the Company and the Guarantors Guarantors, jointly and severally represent severally, hereby represents and warrant to, and agree with, each of warrants to the Initial Purchasers Underwriters that: (a) The Offering Memorandum at Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Time 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of Sale did not and, at objection of the Closing Date, will not contain; Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Company Additional Written Information (when taken together with or related to the Offering Memorandum)offering has been initiated or, at to the Time knowledge of Sale did not andthe Company, at threatened by the Closing Date, will not containCommission; and as of the Final Memorandum, applicable effective date of the Registration Statement and any amendment or supplement thereto, the Registration Statement complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act of 1939, as of its date amended (the “Trust Indenture Act”), and as the rules and regulations of the Closing Date Commission thereunder, and did not and will not, in each case, not contain any untrue statement of a material fact or, in each case, or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the representations Company and the Guarantors make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or warranties set forth in this paragraph shall not apply to (ii) any statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company by the Initial Purchasers expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished in writing by an Underwriter to the Company expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto consists of the information described as such in Section 6(b) hereof. (b) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished in writing by an Underwriter to the Company expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto consists of the information described as specified such in Section 12. 6(b) hereof. (c) The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company expressly for use in such Time of Sale Information, it being understood and agreed that the only such information furnished in writing by an Underwriter to the Company expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto consists of the information described as such in Section 6(b) hereof. (d) The Company (including its agents and representatives, other than the Guarantors have Underwriters and their agents and representatives) has not distributed prepared, made, used, authorized or referred to approved and will not distribute prepare, make, use, authorize or refer to approve any “written communication communication” (as defined in Rule 405 of under the Securities Act0000 Xxx) that constitutes an offer to sell or solicitation of an offer to buy the Notes Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Preliminary Memorandum1933 Act or Rule 134 under the 1933 Act, (ii) the Offering MemorandumPreliminary Prospectus, (iii) the Final Memorandum Prospectus, (iv) the document set out in Schedule II hereto as constituting part of the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the 1933 Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the 1933 Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company expressly for use in any Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished in writing by an Underwriter to the Company expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto consists of the information described as such in Section 6(b) hereof. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto, if any, for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 0000 Xxx) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act, and (iv) as of the Time of Sale, the Company Additional Written Informationwas and is a “well known seasoned issuer” as defined in Rule 405 of the 1933 Act. (i) At the time of filing the Registration Statement and (ii) as of the Time of Sale (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the 1933 Act). (g) The documents incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the 1934 Act and the rules and regulations of the Commission thereunder. (h) The Company is subject to Section 13 or 15(d) of the 1934 Act. (i) KPMG LLP, who have reported upon certain audited financial statements and schedules included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus are an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States). (j) The consolidated historical financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and changes in financial position of the Company and its subsidiaries for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved. The statistical and industry selected financial data included in each Memorandum are based the Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included or derived from sources that incorporated by reference in the Company believes to be reliable Registration Statement, the Time of Sale Information and accurate the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus have been prepared, in all material respects, in accordance with the Commission’s rules applicable thereto. (bk) The Company has been is a corporation duly organized and is formed, validly existing as a corporation and in good standing under the laws of the State of Delaware. The Delaware with power and authority under such laws to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus; and the Company is duly qualified to do transact business as a foreign corporation and is in good standing under the laws of in each other jurisdiction in which the conduct it owns or leases property of its a nature, or transacts business or its ownership or leasing of property requires a type, that would make such qualificationqualification necessary, except where to the extent that the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below)subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or . (iil) the ability The subsidiaries of the Company set forth on Part A (Guarantors) of Schedule III hereto, Part B (Non-Guarantor Restricted Subsidiaries) of Schedule III hereto and Part C (Unrestricted Subsidiaries) of Schedule III hereto are, as of the Time of Sale and as of the Closing Date, all of the subsidiaries of the Company (collectively, the “Subsidiaries”). (m) Each Guarantor that is a corporation or limited liability company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization with power and authority (corporate and other) under such laws to own, lease and operate its properties and conduct its business; and each such Guarantor that is a corporation or limited liability company is duly qualified to perform transact business as a foreign corporation or limited liability company, as applicable, and is in good standing in each other jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification necessary, except to the extent that the failure to be so qualified or in good standing would not have a material adverse effect on the Company and its obligations under subsidiaries, considered as one enterprise. All of the Notesoutstanding shares of capital stock or membership interests of each Guarantor that is a corporation or limited liability company have been duly authorized and validly issued and are fully paid and nonassessable and, except as disclosed or contemplated by the Registration Statement, the Guarantees Time of Sale Information and the Prospectus, are owned by the Company, directly or through one or more Subsidiaries, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity or encumbrance of any kind other than the Transaction Documentsliens permitted to be granted pursuant to that certain amended and restated credit agreement, dated as of December 16, 2013, by and among the Company, certain of the Subsidiaries, JPMorgan Chase Bank, National Association, as Administrative Agent, the other agents party thereto and the lenders party thereto from time to time, as amended or modified.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors Guarantors, jointly and severally severally, represent and warrant to, and agree with, each of the Initial several Purchasers that: (a) The A preliminary offering circular and an offering circular relating to the Offered Securities to be offered by the Purchasers have been prepared by the Company. Such preliminary offering circular and offering circular (the “Offering Memorandum at the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering MemorandumCircular”), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and supplemented as of the Closing Date will notdate of this Agreement, together with any other document incorporated by reference therein and any other document approved by the Company for use in each caseconnection with the contemplated resale of the Offered Securities are hereinafter collectively referred to as the “Offering Document.” On the date of this Agreement, contain the Offering Document does not include any untrue statement of a material fact oror omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in each casethe light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by any Purchaser through Credit Suisse First Boston LLC (“CSFB”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the Commission and all subsequent reports (collectively, the “Exchange Act Reports”) that have been filed by the Company with the Commission or sent to stockholders pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. Such documents, howeverwhen they were filed with the Commission, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate conformed in all material respectsrespects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. (b) The Company has been duly organized incorporated and is a validly existing as a corporation in good standing under the laws of the State of Delaware. The , with corporate power and authority to own or lease and operate its properties and conduct its business as described in the Offering Document and to enter into and perform its obligations under this Agreement; the Company is duly qualified to do transact business as a foreign corporation and is in good standing under the laws of each jurisdiction in all other jurisdictions in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualify qualified would not have a material adverse effect on the condition (financial or be other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”); and, to the Company’s knowledge, no proceeding has been instituted in any jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail, such power and authority or qualification; and the Company does not own, lease or license any asset or property or conduct any material business outside of the United States. (c) The entities listed on Schedule B hereto are the only subsidiaries, direct or indirect, of the Company (the “Subsidiaries”). (d) Each Subsidiary has been duly incorporated and is a validly existing corporation in good standing would notunder the laws of the jurisdiction of its incorporation, with corporate power and authority to own and lease and operate its properties and conduct its business as described in the aggregateOffering Document and to enter into and perform its obligations under this Agreement; each Subsidiary is duly qualified to transact business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, reasonably except where the failure to be expected to so qualified would not have a Material Adverse Effect. ; and all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free from liens, encumbrances and defects, except for liens resulting from the Company’s credit facility and pledges under such credit facility. (e) Except for the Registration Rights Agreement, there are no contracts, agreements or understandings between the Company or any Subsidiary and any person granting such person the right to require the Company or such Subsidiary to file a registration statement under the Securities Act with respect to any securities of the Company or such Subsidiary or to require the Company or such Subsidiary to include such securities with the Offered Securities and Subsidiary Guarantees registered pursuant to any registration statement. (f) The Original Indenture and the First Supplemental Indenture have been duly authorized by all necessary corporate action; the Offered Securities have been duly authorized by all necessary corporate action; the Original Indenture has been, and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date (as defined in Section 3), the First Supplemental Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform in all material respects to the description thereof contained in the Offering Document and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (g) As of the Closing Date, the Original Indenture has been qualified under, and the Indenture conforms in all material respects to, the requirements of the United States Trust Indenture Act of 1939, as amended (the “Material Adverse Effect” shall mean a material adverse change Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. (h) On the Closing Date, the Exchange Securities (as defined in or effect on (ithe Registration Rights Agreement) will have been duly authorized by the businessCompany and the Guarantors; and when the Exchange Securities are issued, operationsexecuted and authenticated in accordance with the terms of the Registration Rights Agreement and the Indenture, properties, assets, liabilities, earnings, financial condition, results the Exchange Securities will be entitled to the benefits of operations or management the Indenture and will be the valid and legally binding obligations of the Company and its Subsidiaries the Guarantors, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (i) The Subsidiary Guarantee (as defined below), considered as one enterprise, whether or not in the ordinary course Indenture) to be endorsed on the Exchange Securities by each Guarantor has been duly authorized by each such Guarantor and, when issued, will have been duly executed and delivered by each such Guarantor and will conform to the description thereof contained in the Offering Document; and when the Exchange Securities have been issued, executed and authenticated in accordance with the terms of businessthe Registration Rights Agreement and the Indenture, the Subsidiary Guarantee of each Guarantor endorsed thereon will constitute valid and legally binding obligations of such Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (iij) There are no contracts, agreements or understandings between the ability Company and any person that would give rise to a valid claim against the Company or any Purchaser for a brokerage commission, finder’s fee or other like payment, other than the fees and compensation to be paid to the Purchasers in accordance with this Agreement. (k) The Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and, on the Closing Date, will have been duly executed and delivered by the Company and each of the Guarantors; when the Registration Rights Agreement has been duly executed and delivered by the Company and the Guarantors and duly authorized, executed and delivered by the Purchasers, the Registration Rights Agreement will be a valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each Guarantor in accordance with its terms, subject to perform bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and on the Closing Date, the Registration Rights Agreement will conform in all material respects as to legal matters to the description thereof in the Offering Circular. (l) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Registration Rights Agreement in connection with the issuance and sale of the Offered Securities by the Company except for (i) such consents as may be required under applicable state securities laws in connection with the purchase and resale of the Notes by the Purchasers and (ii) such consents, with respect to the Exchange Securities (including the related Guarantee), as may be required under applicable state securities laws and the Securities Act, including the order of the Commission declaring the Exchange Offer Registration Statement or the Shelf Registration Statement (each as defined in the Registration Rights Agreement) effective. (m) Neither the Company nor any of the Subsidiaries is in violation of its respective charter or by-laws or in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and the Subsidiaries, taken as a whole, to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or their respective property is bound (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; the execution, delivery and performance by the Company of its obligations under the NotesIndenture, this Agreement and the Registration Rights Agreement, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Subsidiaries pursuant to, the Guarantees Agreements and Instruments, nor will such action result in any violation of (i) the provisions of the charter or by-laws of the Transaction Documents.Company or any of the Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of

Representations and Warranties of the Company and the Guarantors. The Each of the Company and the Guarantors Guarantors, jointly and severally represent severally, hereby represents and warrant to, and agree with, each of warrants to the Initial Purchasers Underwriters that: (a) The Offering Memorandum at Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Time 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of Sale did not and, at objection of the Closing Date, will not contain; Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Company Additional Written Information (when taken together with or related to the Offering Memorandum)offering has been initiated or, at to the Time knowledge of Sale did not andthe Company, at threatened by the Closing Date, will not containCommission; and as of the Final Memorandum, applicable effective date of the Registration Statement and any amendment or supplement thereto, the Registration Statement complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act of 1939, as of its date amended (the “Trust Indenture Act”), and as the rules and regulations of the Closing Date Commission thereunder, and did not and will not, in each case, not contain any untrue statement of a material fact or, in each case, or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the representations Company and the Guarantors make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or warranties set forth in this paragraph shall not apply to (ii) any statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company by the Initial Purchasers expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished in writing by an Underwriter to the Company expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto consists of the information described as such in Section 7(b) hereof. (b) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished in writing by an Underwriter to the Company expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto consists of the information described as specified such in Section 12. 7(b) hereof. (c) The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company expressly for use in such Time of Sale Information, it being understood and agreed that the only such information furnished in writing by an Underwriter to the Company expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto consists of the information described as such in Section 7(b) hereof. (d) The Company (including its agents and representatives, other than the Guarantors have Underwriters and their agents and representatives) has not distributed prepared, made, used, authorized or referred to approved and will not distribute prepare, make, use, authorize or refer to approve any “written communication communication” (as defined in Rule 405 of under the Securities Act0000 Xxx) that constitutes an offer to sell or solicitation of an offer to buy the Notes Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Preliminary Memorandum1933 Act or Rule 134 under the 1933 Act, (ii) the Offering MemorandumPreliminary Prospectus, (iii) the Final Memorandum Prospectus, (iv) the document set out in Schedule II hereto as constituting part of the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved by the Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the 1933 Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the 1933 Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing by an Underwriter to the Company expressly for use in any Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished in writing by an Underwriter to the Company expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto consists of the information described as such in Section 7(b) hereof. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto, if any, for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 0000 Xxx) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act, and (iv) as of the Time of Sale, the Company Additional Written Informationwas and is a “well known seasoned issuer” as defined in Rule 405 of the 1933 Act. (i) At the time of filing the Registration Statement and (ii) as of the Time of Sale (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the 1933 Act). (g) The documents incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the 1934 Act and the rules and regulations of the Commission thereunder. (h) The Company is subject to Section 13 or 15(d) of the 1934 Act. (i) KPMG LLP, who have reported upon certain audited financial statements and schedules included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus are an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States). (j) The consolidated historical financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and changes in financial position of the Company and its subsidiaries for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved. The statistical and industry selected financial data included in each Memorandum are based the Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included or derived from sources that incorporated by reference in the Company believes to be reliable Registration Statement, the Time of Sale Information and accurate the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus have been prepared, in all material respects, in accordance with the Commission’s rules applicable thereto. (bk) The Company has been is a corporation duly organized and is formed, validly existing as a corporation and in good standing under the laws of the State of Delaware. The Delaware with power and authority under such laws to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus; and the Company is duly qualified to do transact business as a foreign corporation and is in good standing under the laws of in each other jurisdiction in which the conduct it owns or leases property of its a nature, or transacts business or its ownership or leasing of property requires a type, that would make such qualificationqualification necessary, except where to the extent that the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below)subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or . (iil) the ability The subsidiaries of the Company set forth on Part A (Guarantors) of Schedule III hereto, Part B (Non-Guarantor Restricted Subsidiaries) of Schedule III hereto and Part C (Unrestricted Subsidiaries) of Schedule III hereto are, as of the Time of Sale and as of the Closing Date, all of the subsidiaries of the Company (collectively, the “Subsidiaries”). (m) Each Guarantor that is a corporation or limited liability company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization with power and authority (corporate and other) under such laws to own, lease and operate its properties and conduct its business; and each such Guarantor that is a corporation or limited liability company is duly qualified to perform transact business as a foreign corporation or limited liability company, as applicable, and is in good standing in each other jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification necessary, except to the extent that the failure to be so qualified or in good standing would not have a material adverse effect on the Company and its obligations under subsidiaries, considered as one enterprise. All of the Notesoutstanding shares of capital stock or membership interests of each Guarantor that is a corporation or limited liability company have been duly authorized and validly issued and are fully paid and nonassessable and, except as disclosed or contemplated by the Registration Statement, the Guarantees Time of Sale Information and the Prospectus, are owned by the Company, directly or through one or more Subsidiaries, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity or encumbrance of any kind other than the Transaction Documentsliens permitted to be granted pursuant to that certain amended and restated credit agreement, dated as of December 16, 2013, by and among the Company, certain of the Subsidiaries, JPMorgan Chase Bank, National Association, as Administrative Agent, the other agents party thereto and the lenders party thereto from time to time, as amended or modified.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Preliminary Memorandum does not contain; the Offering Memorandum at the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date will not, in each case, not contain any untrue statement of a material fact or, in each case, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, condition (financial conditionor otherwise), results of operations or management of the Company and its Subsidiaries (as defined below)subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees Notes or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors Guarantors, jointly and severally severally, represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Any reference herein to the Preliminary Offering Memorandum, the Supplement, the Disclosure Package or the Offering Memorandum at shall be deemed to refer to and include (i) all documents filed with the Time Commission pursuant to Section 13(a), 13(c) or 15(d) of Sale did not andthe Exchange Act after the date of the Preliminary Offering Memorandum, at the Closing DateSupplement, will not contain; the Company Additional Written Information (when taken together with Disclosure Package or the Offering Memorandum), at as the Time case may be and (ii) any Additional Issuer Information (as defined in Section 6(k) hereof) furnished by the Company prior to the completion of Sale did not and, at the Closing Date, will not containdistribution of the Initial Notes; and all documents filed under the Final Exchange Act and so deemed to be included in the Preliminary Offering Memorandum, and the Supplement, the Disclosure Package or the Offering Memorandum, as the case may be, or any amendment or supplement thereto, thereto are hereinafter called the “Exchange Act Reports.” (i) The Preliminary Offering Memorandum as of its date does not, (ii) the Preliminary Offering Memorandum, as supplemented by the Supplement and the information and documents listed in Schedule II hereto (the “Pricing Supplement”) (the Preliminary Offering Memorandum, the Supplement and the Pricing Supplement taken together, the “Disclosure Package”), as of the Applicable Time (as defined below) does not, (iii) the Offering Memorandum as of its date does not, and as of the Closing Date will not, not and (iv) any supplement or amendment to any of the documents referenced in each caseclauses (i) through (iii) above does not as of its respective date and will not as of the Closing Date, contain any untrue statement of a material fact or, in each case, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading; provided, however, except that the representations or and warranties set forth contained in this paragraph shall not apply to statements in or omissions from the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum (or any Memorandum supplement or amendment thereto, including the Supplement and the Company Additional Written Information Pricing Supplement) made in reliance upon and in conformity with information relating to the Initial Purchasers furnished in writing to the Company and the Guarantors in writing by the Initial Purchasers expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers consists of the information described as specified such in Section 1211 hereof. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 For purposes of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below), considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notesthis Agreement, the Guarantees or “Applicable Time” is 11:00 a.m. New York City time on the Transaction Documentsdate of this Agreement.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors Guarantors, jointly and severally severally, represent and warrant towarrant, and agree with, with each of the Initial Purchasers that: (a) The Preliminary Memorandum, the Offering Memorandum at the Time of Sale did not and, and at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and together with any amendment or supplement thereto, as of its date do not and as of the Closing Date will not, in each case, not contain any untrue statement of a material fact or, in each case, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 1211. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate. The Company and the Guarantors have has not distributed or referred to and will not distribute or refer to any written communication communications (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes (each such communication by the Company or its agents and representatives (other than the communications referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, Final Memorandum and (iii) the Final Memorandum and recorded electronic road show made available to investors (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources “Recorded Road Show”); provided that the Company believes makes no representation or warranty with respect to be reliable any statements or omissions made in each such Issuer Written Communication in reliance upon and accurate in all conformity with information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representatives expressly for use in any Issuer Written Communication. Any information in an Issuer Written Communication that is not otherwise included in the Offering Memorandum and the Final Memorandum does not conflict with the Offering Memorandum or the Final Memorandum and, each Issuer Written Communication, when taken together with the Offering Memorandum, does not at the Time of Sale and, when taken together with the Final Memorandum at the Closing Date, will not contain any untrue statement of a material respectsfact 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. (b) The Each of the Company and the Guarantors has been duly organized and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation or organization. Each of the State of Delaware. The Company and the Guarantors is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company and the Guarantors taken as a whole. “Material Adverse Effect” shall mean a material adverse change in or effect on or any development having a prospective material adverse effect on (i) the business, operations, properties, assets, liabilities, earnings, business condition (financial conditionor otherwise), results of operations or management of the Company and its Subsidiaries (as defined below)the Guarantors and their subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees Notes or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors Guarantors, jointly and severally severally, represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The A preliminary offering circular (the “Preliminary Offering Memorandum Circular”) relating to the Offered Securities to be offered by the Purchasers and a final offering circular (the “Final Offering Circular”)disclosing the offering price and other final terms of the Offered Securities and dated as of the date of this Agreement (even if finalized and issued subsequent to the date of this Agreement) have been or will be prepared by the Company. “General Disclosure Package” means the Preliminary Offering Circular, together with any Issuer Free Writing Communication (as hereinafter defined) existing at the Applicable Time (as hereinafter defined), including the Confidential Offering Circular Supplement, dated January 30, 2007 (the “Supplement”), and the information which is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule D to this Agreement (including the term sheet listing the final terms of Sale did the Offered Securities and their offering, included in Schedule E to this Agreement, which is referred to as the “Terms Communication”). “Applicable Time” means 10:55 a.m. (New York City time) on the date of this Agreement. As of the date of this Agreement, the Final Offering Circular does not and, at as of the Closing Date, the Final Offering Circular will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date will not, in each case, contain include any untrue statement of a material fact or, in each case, or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. At the Applicable Time, howeverneither (i) the General Disclosure Package, that nor (ii) any individual Supplemental Marketing Material (as hereinafter defined), when considered together with the representations General Disclosure Package, included, or warranties set forth will as of the Closing Date include, any untrue statement of a material fact or omitted, or will as of the Closing Date omit, to state any material fact necessary in this paragraph shall order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding two sentences do not apply to statements in or omissions from the Preliminary Offering Circular, the Final Offering Circular, the General Disclosure Package or any Memorandum and the Company Additional Written Information made in reliance Supplemental Marketing Material based upon and in conformity with written information furnished in writing to the Company by the Initial Purchasers expressly any Purchaser through Credit Suisse specifically for use therein, it being understood and agreed that the only such information is that described as specified such in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act8(b) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respectshereof. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below), considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Offering Memorandum at the Time of Sale did not andPreliminary Memorandum, at the Closing Datedate thereof, will did not contain; contain any untrue statement of a material fact or omit to state any material fact necessary to make the Company Additional Written Information statements therein, in light of the circumstances under which they were made, not misleading. The recorded electronic road show made available to investors, as posted on Xxxxxxxxx.xxx on February 16, 2007 (the “Recorded Road Show”) when taken together with the Offering Memorandum), Memorandum did not at the Time of Sale did not andSale, and at the Closing DateDate will not, will not contain; and the Final Memorandum, at the date hereof, does not and at the Closing Date will not (and any amendment or supplement thereto, as of its at the date thereof and as of at the Closing Date Date, will not, in each case), contain any untrue statement of a material fact or, in each case, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties set forth in this paragraph shall not apply as to statements the information contained in or omissions omitted from the Recorded Road Show or any Memorandum (and the Company Additional Written Information made any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchasers expressly specifically for use inclusion therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Each of the Company has been and its subsidiaries is duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company jurisdiction in which it is chartered or organized and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except in such jurisdictions in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualify incorporated or be in good standing would notorganized and validly existing or to so qualify, in the aggregate, reasonably be expected to would not have a Material Adverse Effect. As used in this Agreement, the term “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operationscondition (financial or otherwise), properties, assets, liabilities, earnings, financial conditionnet worth, results of operations or management of the Company and its Subsidiaries (as defined below), considered as one enterpriseprospects, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the NotesCompany, the Guarantees or the Transaction DocumentsGuarantors and their subsidiaries, considered as one enterprise.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Preliminary Memorandum does not contain; the Offering Memorandum at the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date will not, in each case, not contain any untrue statement of a material fact or, in each case, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information11. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, condition (financial conditionor otherwise), results of operations or management of the Company and its Subsidiaries (as defined below)subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees Notes or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Each of the Company and the Guarantors Guarantors, jointly and severally represent severally, hereby represents and warrant warrants to, and agree agrees with, each of the Initial Purchasers that: (a) The As of its date, the Final Offering Memorandum at the Time of Sale did not anddoes not, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date (as hereinafter defined), the Final Offering Memorandum will not, in each case, contain include any untrue statement of a material fact or, in each case, 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. At the Applicable Time, the General Disclosure Package does not, and as of the Closing Date the General Disclosure Package will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of its use, the Supplemental Marketing Material, when considered together with the General Disclosure Package, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall . The preceding three sentences do not apply to statements in or omissions from the Preliminary Offering Memorandum or Final Offering Memorandum, the General Disclosure Package or any Memorandum and the Company Additional Written Information made in reliance Supplemental Marketing Material based upon and in conformity with written information furnished in writing to the Company by the Initial Purchasers expressly any Purchaser specifically for use therein, it being understood and agreed that the only such information is that described as specified such in Section 128(b) hereof. The Company and files reports with the Guarantors have not distributed Commission pursuant to Section 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each document filed with the Commission when it became effective or referred when it was filed with the Commission, as the case may be, conformed in all material respects to and will not distribute or refer to any written communication (as defined in Rule 405 the requirements of the Securities Act or the Exchange Act) that constitutes an offer , as applicable, and the rules and regulations of the Commission thereunder, and none of such documents, at the time they were filed with the Commission, included any untrue statement of a material fact or omitted to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes state a material fact required to be reliable stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and accurate in all material respectsno such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement or immediately prior to the execution of this Agreement. (b) The documents incorporated by reference in each of the General Disclosure Package and the Final Offering Memorandum, when they were filed with the Commission, conformed or will conform, as the case may be, in all material respects to the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) Except for the Supplemental Marketing Material identified in Schedule D hereto and the pricing term sheet in the form of the Terms Communication included in Schedule C hereto, in each case, furnished to the Representative before first use, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representative, prepare, use or refer to any Free Writing Communication in connection with the issuance of the Securities. (d) The Company has been duly organized formed and is validly existing as a corporation limited partnership in good standing under the laws of the State of Delaware, with limited partnership power and authority to own or lease its properties and conduct its business as described in the General Disclosure Package. The Company is duly qualified to do business as a foreign corporation and is limited partnership in good standing under the laws of each jurisdiction in all other jurisdictions in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualify qualified or be in good standing have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the financial condition, business, properties or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). The Company has the limited partnership power and authority to execute and deliver, and to perform its obligations under, each of this Agreement, the Indenture, the Notes, the Registration Rights Agreement and, if issued, the Exchange Notes. (e) Cheniere Energy Partners GP, LLC (the “General Partner”) has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware, with limited liability company power and authority to act as the general partner of the Company. The General Partner is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The General Partner is the sole general partner of the Company, with a 2% general partner interest in the Company (the “General Partner Interest”). The General Partner Interest has been duly authorized and is validly issued in accordance with the limited partnership agreement of the Company (as amended to date). The General Partner owns the General Partner Interest free and clear of all liens, encumbrances, equities or claims (except as set forth in its limited partnership agreement). (f) Each subsidiary of the Company has been duly formed, is validly existing as a limited liability company or partnership, as applicable, in good standing under the laws of the jurisdiction of its formation, has the limited liability company or limited partnership power, as applicable, and authority to own or lease its properties and conduct its business as described in the General Disclosure Package and to enter into and perform its obligations under each of this Agreement, the Indenture, the Guarantees, the Registration Rights Agreement and the Guarantees of the Exchange Notes, as applicable. Each subsidiary of the Company is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect” shall mean a material adverse change in or effect on (i) ; all of the business, operations, properties, assets, liabilities, earnings, financial condition, results issued limited liability company and limited partnership interests of operations or management each subsidiary of the Company have been duly and its Subsidiaries validly authorized and issued, are fully paid (to the extent required under the applicable partnership agreement) and non-assessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and as otherwise described in the General Disclosure Package) and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims (other than Permitted Liens, as defined below), considered as one enterprise, whether or not in the ordinary course of businessIndenture). (g) This Agreement has been duly authorized, or executed and delivered by the Company and each Guarantor. (iih) The Base Indenture has been duly authorized, executed and delivered in accordance with its terms by the ability Company and each Guarantor, and constitutes a valid and legally binding agreement of the Company and each Guarantor Guarantor, enforceable against the Company and the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to perform its obligations under the Notes, the Guarantees or the Transaction Documents.affecting creditors’ rights and remedies or by general equity

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors (other than Hollywood Entertainment Corporation ("Hollywood") and Hollywood Management Company (collectively, the "Hollywood Guarantors")) jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Offering Preliminary Memorandum at the Time of Sale did not and, at the Closing Date, will does not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, in the form used by the Initial Purchasers to confirm sales and on the Closing Date, and any amendment or supplement thereto, as of its date thereto does not and as of the Closing Date will not, in each case, not contain any untrue statement of a material fact or, in each case, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any either Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information11. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respectsaccurate. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect. “"Material Adverse Effect” " shall mean a material adverse change in or effect on or any development having a prospective material adverse effect on (i) the business, operations, properties, assets, liabilities, stockholders' equity, earnings, condition (financial conditionor otherwise), results of operations or management of the Company and its Subsidiaries (subsidiaries or Hollywood and its subsidiaries, as defined below)applicable, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees Notes or the Transaction Documents.

Representations and Warranties of the Company and the Guarantors. The Each of the Company and the Guarantors jointly represents and severally represent and warrant to, and agree with, each of the Initial Purchasers warrants to you that: (a) The Offering Memorandum at the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together and each supplement and amendment thereto) has been prepared in connection with the Exempt Resales. The Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final MemorandumMemorandum does not, and any supplement or amendment or supplement thereto, as of its date and as of the Closing Date thereto will not, in each case, contain any untrue statement of a material fact or, in each case, or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations or and warranties set forth contained in this paragraph (a) shall not apply to statements in or omissions from the Offering Memorandum (or any Memorandum and the Company Additional Written Information supplement or amendment to it) made in reliance upon and in conformity with information relating to you furnished in writing to the Company and the Guarantors in writing by the Initial Purchasers you expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to acknowledge for all purposes under this Agreement that the statements set forth in the last paragraph on the cover page, the stabilization legend, and will not distribute or refer to any written communication (as defined the third, fifth and seventh paragraphs under the caption "Plan of Distribution" in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, Memorandum (iiior any amendment or supplement) constitute the Final Memorandum and (iv) only written information furnished to the Company Additional Written Information. The statistical and industry data included the Guarantors by you expressly for use in each the Offering Memorandum are based on (or derived from sources that the Company believes to be reliable and accurate in all material respectsany amendment or supplement thereto). (b) The Each of Holding, the Company has been and the Subsidiaries is a duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, has the State of Delaware. The Company requisite corporate power and authority to own, lease and operate its properties and to conduct its business as it is currently being conducted and described in the Offering Memorandum, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of in each jurisdiction in which where the ownership, leasing or operation of property or the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualify or be in good standing qualified would not, singly or in the aggregate, reasonably have a material adverse effect on the properties, business, results of operations, condition (financial or otherwise), affairs or prospects of Holding, the Company and the Subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT"). (c) Each of the Company and the Guarantors has all necessary corporate power and authority to execute and deliver this Agreement, the Notes (in the case only of the Company), the Note Guarantees (in the case only of the Guarantors), the Indenture and the Registration Rights Agreement, to perform its obligations under this Agreement, the Indenture and the Registration Rights Agreement and to authorize, issue, sell and deliver the Notes and the Note Guarantees, as the case may be, as contemplated by this Agreement. (d) This Agreement has been duly authorized and validly executed and delivered by the Company and each of the Guarantors and constitutes a legal, valid and binding agreement of the Company and each of the Guarantors, enforceable against each of them in accordance with its terms (assuming the due execution and delivery hereof by you), subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws in effect from time to time with respect to creditors' rights generally and to principles of equity, whether at law or in equity and except as rights to indemnity and contribution thereunder may be expected limited by federal and state securities laws and public policy considerations underlying such laws. (e) The issuance and sale of the Series B Notes has been duly authorized by the Company, and all legally required corporate proceedings by the Company in connection with the issuance and sale of the Series B Notes have been taken; each of the Series B Notes, when issued and delivered to and paid for by the Initial Purchaser in accordance with this Agreement (assuming the due authentication thereof by the Trustee), will be a legal, valid and binding obligation of the Company entitled to the benefits provided by the Indenture, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws in effect from time to time with respect to creditors' rights generally and to principles of equity, whether at law or in equity and except as rights to indemnity and contribution thereunder may be limited by federal and state securities laws and public policy considerations underlying such laws. (f) The Company has all requisite power to authorize and issue the Series C Notes; the issuance of the Series C Notes has been duly authorized by the Company and all legally required corporate proceedings by the Company in connection with the issuance of the Series C Notes have been taken; each of the Series C Notes, when and if issued and delivered in accordance with the terms of the Registration Rights Agreement and the Indenture, will be validly executed, issued and delivered and (assuming the due authentication thereof by the Trustee) will be a legal, valid and binding obligation of the Company entitled to the benefits provided by the Indenture, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws in effect from time to time with respect to creditors' rights generally and to principles of equity, whether at law or in equity and except as rights to indemnity and contribution thereunder may be limited by federal and state securities laws and public policy considerations underlying such laws. (g) The Note Guarantee to be endorsed on the Series B Notes by each Guarantor has been duly authorized by such Guarantor and, on the Closing Date, will have been duly executed and delivered by each such Guarantor and will conform to the description thereof in the Offering Memorandum. When the Series B Notes have been issued, executed and authenticated in accordance with the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Note Guarantee of each Guarantor endorsed thereon will constitute valid and legally binding obligations of such Guarantor, enforceable against such Guarantor in accordance with its terms and entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganizations, moratorium and similar laws in effect from time to time with respect to creditors' rights generally and to principles of equity whether at law or in equity. (h) The note guarantee to be endorsed on the Series C Notes by each Guarantor has been duly authorized by such Guarantor and all legally required corporate proceedings by such Guarantor in connection with the issuance of such note guarantees have been taken; the note guarantees, when issued, will have been duly executed and delivered by each such Guarantor and will conform to the description thereof in the Offering Memorandum. When the Series C Notes have been issued, executed and authenticated in accordance with the terms of the Registered Exchange Officer and the Indenture, the note guarantee of each Guarantor endorsed thereon will constitute valid and legally binding obligations of such Guarantor, enforceable against such Guarantor in accordance with its terms and entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganizations, moratorium and similar laws in effect from time to time with respect to creditors' rights generally and to principles of equity whether at law or in equity. (i) The Indenture has been duly authorized by the Company and each Guarantor and, on the Closing Date, will have been duly executed by the Company and each Guarantor and will conform to the description thereof in the Offering Memorandum. When the Indenture has been duly executed and delivered, the Indenture will be a valid and legally binding agreement of the Company and each Guarantor, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws in effect from time to time with respect to creditors' rights generally and to principles of equity, whether at law or in equity and except as rights to indemnity and contribution thereunder may be limited by federal and state securities laws and public policy considerations underlying such laws. (j) The Registration Rights Agreement has been duly authorized by the Company and each Guarantor and, on the Closing Date, will have been duly executed by the Company and each Guarantor and will conform to the description thereof in the Offering Memorandum. When the Registration Rights Agreement has been duly executed and delivered, the Registration Rights Agreement will be a valid and legally binding agreement of the Company and each Guarantor, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws in effect from time to time with respect to creditors' rights generally and to principles of equity, whether at law or in equity and except as rights to indemnity and contribution thereunder may be limited by federal and state securities laws and public policy considerations underlying such laws. (k) The entities listed on Schedule A hereto are, and on the Closing Date will be, the only Subsidiaries, direct or indirect, of the Company. All of the issued and outstanding shares of capital stock of, or other ownership interests in, each Subsidiary have been duly and validly authorized and issued. All of the shares of capital stock of, or other ownership interests in, each Subsidiary are owned, directly or through Subsidiaries, by the Company. All such shares of capital stock are fully paid and nonassessable, and are owned free and clear of any security interest, mortgage, pledge, claim, lien or encumbrance (each, a "LIEN") other than those Liens created pursuant to the Credit Facility (as defined in the Offering Memorandum). There are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or Liens related to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of, or other ownership interest in, any Subsidiary. (l) Except as set forth on Schedule B hereto, neither Holding, the Company nor any of the Subsidiaries is in violation of its respective charter or bylaws or in default in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which Holding, the Company or any of the Subsidiaries is a party or by which any of them is bound, or to which any of the property or assets of Holding, the Company or any of the Subsidiaries is subject. To the knowledge of the Company and the Guarantors, there exists no condition which, with notice, the passage of time or otherwise, would constitute a default under any such document or instrument. (m) The execution and delivery of this Agreement, the Indenture, the Registration Rights Agreement, the Notes and the Note Guarantees, the issuance and sale of the Notes and the Note Guarantees, the performance of this Agreement, the Indenture and the Registration Rights Agreement, compliance by the Company and the Guarantors with the provisions hereof and thereof and of the Notes and the Note Guarantees (in each case, to the extent the Company or such Guarantor is a party thereto), the consummation of each of the transactions contemplated hereby and thereby, in each case, as applicable, will not result in a breach or violation of any of the respective charters or bylaws of Holding, the Company or any of the Subsidiaries or any of the terms or provisions of, or constitute a default or cause an acceleration of any obligation under, or result in the imposition or creation of (or the obligation to create or impose) a Lien with respect to, any bond, note, debenture or other evidence of indebtedness or any indenture, mortgage, deed of trust or other agreement or instrument to which Holding, the Company or any of the Subsidiaries is a party or by which it or any of them is bound, or to which any properties of Holding, the Company or any of the Subsidiaries is or may be subject, or contravene any order of any court or governmental agency or body having jurisdiction over Holding, the Company or any of the Subsidiaries or any of their properties, or violate or conflict with any statute, rule or regulation or administrative or court decree applicable to Holding, the Company or any of the Subsidiaries, or any of their respective properties. (n) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, pending against or affecting Holding, the Company or any of the Subsidiaries, or any of their respective properties, which is required to be disclosed and is not so disclosed, in the Offering Memorandum, or which would result, singly or in the aggregate, in a Material Adverse Effect or which would materially and adversely affect the consummation of this Agreement or the transactions contemplated hereby, and to the best knowledge of the Company and the Guarantors, no such proceedings are contemplated or threatened. (o) To the knowledge of the Company and the Guarantors, no action has been taken and no statute, rule or regulation or order has been enacted, adopted or issued by any governmental agency or body which prevents the issuance of the Notes or the Note Guarantees, prevents or suspends the use of any Offering Memorandum or suspends the sale of the Notes or the Note Guarantees, in any jurisdiction referred to in Section 4(e) hereof; no injunction, restraining order or order of any nature by a federal or state court of competent jurisdiction has been issued with respect to Holding, the Company or any of the Subsidiaries which would prevent or suspend the issuance or sale of the Notes or the Note Guarantees, or the use of any Offering Memorandum in any jurisdiction referred to in Section 4(e) hereof; no action, suit or proceeding is pending against or, to the best knowledge of the Company and the Guarantors threatened against or affecting Holding, the Company or any of the Subsidiaries before any court or arbitrator or any governmental body, agency or official, domestic or foreign, which, if adversely determined, would materially interfere with or adversely affect the issuance of the Notes or the Note Guarantees, or in any manner draw into question the validity of this Agreement, the Indenture, the Registration Rights Agreement, the Notes or the Note Guarantees; and every request of the Commission or any securities authority or agency of any jurisdiction for additional information (to be included in the Offering Memorandum or otherwise) has been complied with. (p) Except as set forth in the Offering Memorandum, Holding, the Company and the Subsidiaries are in compliance with all applicable existing federal, state and local laws and regulations relating to protection of human health or the environment or imposing liability or standards of conduct concerning any Hazardous Material ("ENVIRONMENTAL LAWS"), except where the failure to comply would not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on The term "Hazardous Material" means (ia) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (any "hazardous substance" as defined below)by the Comprehensive Environmental Response, considered Compensation and Liability Act of 1980, as one enterpriseamended, whether (b) any "hazardous waste" as defined by the Resource Conservation and Recovery Act, as amended, (c) any petroleum or not in the ordinary course of businesspetroleum product, (d) any polychlorinated biphenyl and (e) any pollutant or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notescontaminant or hazardous, the Guarantees dangerous or the Transaction Documentstoxic chemical, material, waste or substance.

Representations and Warranties of the Company and the Guarantors. The Each of the Company and the Guarantors jointly represents and severally represent and warrant to, and agree with, each of warrants to the Initial Purchasers Purchaser that: (a) The Preliminary Offering Memorandum at and Offering Memorandum with respect to the Time of Sale did not and, at the Closing Date, will not contain; Notes have been prepared by the Company Additional Written Information (when taken together for use by the Initial Purchaser in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum), at Memorandum or the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and Offering Memorandum or any amendment or supplement thereto, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Act has been issued and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Company, is contemplated. (b) The Preliminary Offering Memorandum and the Offering Memorandum as of its date their respective dates do not, and the Offering Memorandum as of the Closing Date will not, in each case, contain any an untrue statement of a material fact or, in each case, or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, except that the representations or warranties set forth in this paragraph shall representation and warranty does not apply to statements in or omissions from any the Preliminary Offering Memorandum and the Company Additional Written Information Offering Memorandum made in reliance upon and in conformity with information relating to the Initial Purchaser furnished in writing to the Company in writing by or on behalf of the Initial Purchasers Purchaser expressly for use therein. (c) The Indenture has been duly and validly authorized by the Company and, as specified in Section 12. The upon its execution and delivery by the Company and assuming due authorization, execution, delivery and performance by the Guarantors have not distributed or referred to Trustee, will be a valid and will not distribute or refer to any written communication (as defined in Rule 405 binding agreement of the Securities Act) that constitutes an offer Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' right generally and limits imposed by equitable principles, and conforms in all material respects to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) description thereof in the Offering Memorandum, (iii) ; no qualification of the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company has been duly organized and is validly existing as a corporation in good standing Indenture under the laws 1939 Act is required in connection with the offer and sale of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is Notes contemplated hereby or in good standing under connection with the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below), considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees or the Transaction DocumentsExempt Resales.

Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Offering Memorandum at the Time of Sale did not and, at the Closing Date, will not contain; the Company Additional Written Information (when taken together with the Offering Memorandum), at the Time of Sale did not and, at the Closing Date, will not contain; and the Final Memorandum, and any amendment or supplement thereto, as of its date and as of the Closing Date will not, in each case, contain any untrue statement of a material fact or, in each case, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum and the Company Additional Written Information made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers through the Representative expressly for use therein, as specified in Section 12. The Company and the Guarantors have not distributed or referred to and will not distribute or refer to any written communication (as defined in Rule 405 of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Preliminary Memorandum, (ii) the Offering Memorandum, (iii) the Final Memorandum and (iv) the Company Additional Written Information. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate in all material respects. (b) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, earnings, financial condition, results of operations or management of the Company and its Subsidiaries (as defined below), considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company and each Guarantor to perform its obligations under the Notes, the Guarantees or the Transaction Documents.