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 each of the Guarantors, jointly and severally, represent and warrant to each of the Underwriters as of the date hereof and as of the Closing Date as follows: (a) A registration statement on Form S-1 (File No. 333-112680) with respect to the Securities has been prepared by the Company and the Guarantors in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the Rules and Regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company and the Guarantors pursuant to Rule 462(b) of the Act, herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus relating to the Securities first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) of the Rules has been or will be made within the time period and in the manner required by Rule 424(b).

Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, represent and warrant to each of the Underwriters as of the date hereof and as of the Closing Date Date, as follows: (a) A registration statement on Form S-1 (File No. 333-112680) with respect to the Securities has been prepared by the Company and the Guarantors in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the Rules and Regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company and the Guarantors pursuant to Rule 462(b) of the Act, herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus Prospectuses referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus relating to the Securities and the XXXx or the New Senior Notes, as the case may be, first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” The Registration Statement contains a prospectus with respect to the Securities and the XXXx and a separate prospectus with respect to the Company’s contemporaneous offering of the New Senior Notes. Unless the context otherwise requires, references to the “Prospectus” and to the “Preliminary Prospectus” refer only to the prospectus relating to the Securities and the XXXx and references to the “Prospectuses” and to the “Preliminary Prospectuses” refer to both the prospectus relating to the Securities and the XXXx and the prospectus relating to the New Senior Notes. Any required filing of the Prospectus Prospectuses and any supplement thereto pursuant to Rule 424(b) of the Rules has been or will be made within the time period and in the manner required by Rule 424(b).

Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, Guarantors represent and warrant to each of to, and agree with, the Underwriters as of the date hereof and as of the Closing Date as followsseveral Purchasers that: (a) A registration 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 (the "PRELIMINARY OFFERING CIRCULAR") and offering circular (the "OFFERING CIRCULAR"), as supplemented as of the date of this Agreement and any other document approved by the Company for use in connection with the contemplated resale of the Offered Securities are hereinafter collectively referred to as the "OFFERING DOCUMENT." On the date of this Agreement, the Offering Document does 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. 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 Corporation ("CSFBC") 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 Purchase Agreement, the Company's Quarterly Report on Form S-1 10-Q filed with the Commission on August 14, 2001 and all subsequent reports (File No. 333-112680collectively, the "EXCHANGE ACT REPORTS") which have been filed by the Company with respect the Commission or sent to stockholders 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. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. (b) The Company and the Parent have each been duly incorporated and each is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own their respective properties and conduct their respective business as described in the Offering Document; and the Company and the Parent each are duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which their respective ownership or lease of property or the conduct of their respective business requires such qualification, except where the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or otherwise), properties or results of operations of the Company, the Parent and the Company's subsidiaries taken as a whole ("MATERIAL ADVERSE EFFECT"). SCHEDULE B attached hereto is a true, complete and correct list of all of the direct and indirect subsidiaries of the Parent and indicating their respective jurisdictions of formation or organization, the Parent's direct or indirect ownership therein, and whether such entity is a Guarantor (each such subsidiary, including the Company, a "PARENT SUBSIDIARY," and collectively, the "PARENT SUBSIDIARIES"). (c) Each Parent Subsidiary has been prepared duly incorporated or organized and is an existing corporation, limited partnership or limited liability company in good standing under 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 Offering Document; and each Parent Subsidiary is duly qualified to do business as a foreign corporation, limited partnership or 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 to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued and outstanding capital stock or similar ownership interest of each Parent Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or similar ownership interest of each Parent Subsidiary owned by the Parent, directly or through subsidiaries, is owned free from liens, encumbrances and defects other than those liens permitted pursuant to the existing domestic credit facility as defined in the Offering Circular ("PERMITTED LIENS"), except where such lien, encumbrance and/or defect would not have a Material Adverse Effect. (d) The Indenture has been duly authorized; the Offered Securities have been duly authorized; and when the Offered Securities are delivered and paid for pursuant to this Purchase Agreement on the Closing Date (as defined below), the Indenture will have been duly executed and delivered by the Company and the Guarantors, such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform 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 and the Guarantors, enforceable against the Company and the Guarantors in conformity 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 equitable principles (regardless of whether considered in a proceeding in equity or law). (e) Except as disclosed in the requirements of Offering Document, there are no contracts, agreements or understandings between the Securities Act of 1933, as amended (Company or any Guarantor on the “Act”)one hand, and any person on the Rules and Regulations (other hand that would give rise to a valid claim against the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed Company, any Guarantor or any Purchaser for a brokerage commission, finder's fee or other like payment in connection with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company and the Guarantors pursuant to Rule 462(b) of the Act, herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus relating to the Securities first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectusoffering.” Any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) of the Rules has been or will be made within the time period and in the manner required by Rule 424(b).

Representations and Warranties of the Company and the Guarantors. The Each of the Company and each of the Guarantors, jointly and severally, represent hereby represents and warrant warrants to each of the Underwriters as of the date hereof and as of the Closing Date as followsthat: (a) A The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement on Form S-1 (File Noor any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company. 333-112680) with respect 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 or related to the Securities offering has been prepared by initiated or, to the knowledge of the Company and the Guarantors Guarantors, threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in conformity all material respects with the requirements of 1933 Act and the Securities Trust Indenture Act of 19331939, as amended (the “Trust Indenture Act”), and the Rules rules and Regulations (the “Rules and Regulations”) regulations of the Securities Commission thereunder, and Exchange Commission (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 “Commission”) thereunder statements therein not misleading; and has been filed with as of the Commission. Copies date of such registration statement, including the Prospectus and any amendments theretoamendment or supplement thereto and as of the Closing Date, the preliminary prospectuses (meeting 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 requirements statements therein, in the light of the Rules and Regulations) contained therein and the exhibitscircumstances under which they were made, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by not misleading; provided that the Company and the Guarantors pursuant make no representation and warranty with respect to Rule 462(b(i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Act, herein referred to as Trustee under the “Registration Statement,” which shall be deemed to include all information omitted therefrom Trust Indenture Act or (ii) any statements or omissions made in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment conformity with information furnished in writing by an Underwriter to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus relating to the Securities first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included Company expressly for use in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any required filing of 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 such in Section 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 Underwriters and their agents and representatives) has not prepared, made, used, authorized or approved and will not prepare, make, use, authorize or approve any “written communication” (as defined in Rule 405 under the 0000 Xxx) that constitutes an offer to sell or solicitation of an offer to buy the 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 Rule 424(bSection 2(a)(10)(a) of the Rules 1933 Act or Rule 134 under the 1933 Act, (ii) the Preliminary Prospectus, (iii) the 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 made (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 manner required 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 424(b163(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 was 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 selected financial data included in 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 incorporated by reference in the Registration Statement, the Time of Sale Information and 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. (k) The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of 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 transact business as a foreign corporation 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 so qualify or be in good standing would not have a material adverse effect on the Company and its subsidiaries, considered as one enterprise. (l) 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 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 subsidiaries, considered as one enterprise. All of the outstanding 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 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 liens permitted to be granted pursuant to that certain second amended and restated credit agreement, dated as of July 28, 2017, by and among the Company, certain of the Subsidiaries, JPMorgan Chase Bank, N.A., 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 each of the Guarantors, Guarantors jointly and severally, severally represent and warrant to to, and agree with, each of the Underwriters as of the date hereof hereof, as of the Applicable Time (as defined below) and as of the Closing Date (as followsdefined below) that: (a) A The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-1 S-3 (File No. 333-112680189023) with respect to for the Securities has been prepared by registration of common shares, preferred shares, depositary shares, warrants, debt securities (including the Company Notes), guarantees of debt securities (including the Guarantees) and the Guarantors in conformity with the requirements of units under the Securities Act of 1933, as amended (the “Securities Act”), and the Rules offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and Regulations regulations of the Commission under the Securities Act (the “Securities Act Rules and Regulations”), and the Company has filed such post-effective amendments thereto as may be required prior to the execution of this Agreement. Such registration statement (as so amended, if applicable) automatically became effective under the Securities Act upon filing with the Commission. The registration statement and prospectus may have been amended or supplemented prior to the date of this Agreement; any such amendment or supplement was prepared and filed, and any such amendment, filed after the effective date of such registration statement has automatically become effective. No stop order suspending the effectiveness of the registration statement has been issued, and, to the knowledge of the Company and the Guarantors, no proceeding for that purpose has been instituted or threatened by the Commission. A prospectus supplement (the “Prospectus Supplement”) to the base prospectus dated June 3, 2013 included as part of the registration statement (the “Base Prospectus”) setting forth the terms of the offering, sale and plan of distribution of the Securities and additional information concerning the Company and its business has been or will be prepared and filed (together with the prospectus included in the registration statement) in accordance with the provisions of Rule 430B of the Securities Act Rules and Regulations and pursuant to Rule 424(b) of the Securities Act Rules and Exchange Commission Regulations on or before the second business day after the date hereof (the “Commission”) thereunder and has been filed with the Commission. Copies of or such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of earlier time as may be required by the Rules and Regulations) contained therein and the exhibits, financial statements and schedules). The registration statement, as finally amended and revised, it may have heretofore been delivered by amended at the Company time it became effective, including the information, if any, deemed to you. Such registration statementbe a part thereof pursuant to Rule 430A(b) of the Securities Act Rules and Regulations or Rule 430B of the Securities Act Rules and Regulations, together with any registration statement is referred to herein as the “Registration Statement.” Any Registration Statement filed by the Company and the Guarantors pursuant to Rule 462(b) of the ActSecurities Act is hereinafter called the “Rule 462(b) Registration Statement” and from and after the date and time of filing the Rule 462(b) Registration Statement, herein referred to as the term “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon the Rule 430A 462(b) Registration Statement. The Base Prospectus, and contained the final Prospectus Supplement, in the Prospectus referred to below, has become effective under the Act and no post-effective amendment form first furnished (electronically or otherwise) to the Registration Statement has been filed as Underwriters for use in connection with the offering of the date Securities (whether to meet the requests of this Agreement. “Prospectus” means the form of prospectus relating to the Securities first filed with the Commission purchasers pursuant to Rule 424(b). Each preliminary prospectus included 173 of the Securities Act Rules and Regulations or otherwise) or, if not furnished to the Underwriters, in the Registration Statement prior to form first filed by the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any required filing of the Prospectus and any supplement thereto Company pursuant to Rule 424(b) of the Securities Act Rules has and Regulations, together with the documents incorporated by reference therein pursuant to Item 12 of Form S-3 of the Securities Act, are herein called, collectively, the “Prospectus.” Copies of the Registration Statement and the Prospectus, any amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement (including one fully executed copy of the Registration Statement and of each amendment thereto) have been or will be made within delivered to the time period and in the manner required by Rule 424(b).Underwriters

Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, represent and warrant to each of to, and agree with, the Underwriters as of the date hereof and as of the Closing Date as followsPurchaser that: (a) A registration statement on Form S-1 (File No. 333-112680) with respect to the Securities has been prepared by the Company and the Guarantors in conformity with the requirements of the Securities Act of 1933preliminary confidential offering circular dated June 19, as amended 2006 (the “ActPreliminary Offering Circular”), ) relating to the Offered Securities to be offered by the Purchaser and the Rules and Regulations a final confidential offering circular (the “Rules and RegulationsFinal Offering Circular”) disclosing the offering price and other final terms of the Offered Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company and the Guarantors pursuant to Rule 462(b) of the Act, herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed is dated as of the date of this Agreement. “Prospectus” means the form of prospectus relating Agreement (even if finalized and issued subsequent to the Securities first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any required filing date of the Prospectus and any supplement thereto pursuant to Rule 424(bthis Agreement) of the Rules has have been or will be made within prepared by the time period 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) as evidenced by its being specified in Schedule B to this Agreement (including the term sheet listing the final terms of the Offered Securities and their offering, included in Schedule B to this Agreement, which is referred to as the “Terms Communication”) considered together with the offering price on the cover page of the Final Offering Circular and the statements under the caption “Description of Notes” in the manner required Final Offering Circular. “Applicable Time” means 4:45 pm (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 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, neither (i) the General Disclosure Package, nor (ii) any individual Supplemental Marketing Material (as hereinafter defined), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the 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 or Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material based upon written information furnished to the Company by Rule 424(bCredit Suisse specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed, as amended, 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 stockholders 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

Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severallyseverally represents and warrants to, represent and warrant to agrees with, each of the Underwriters as of and the date hereof and as of the Closing Date as followsIndependent Underwriter that: (a) A The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 S-3 (File No. 333-112680144683) with respect to filed on July 19, 2007 (the “Shelf Registration Statement”), for the registration of the Company’s debt and other securities, as described therein, including the Notes, under the Securities has been prepared by the Company Act, and the Guarantors offering thereof from time to time in conformity accordance with Rule 415 of the requirements rules and regulations of the Commission (the “Rules and Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”), and the Rules and Regulations (the . The Registration Statement is an “Rules and Regulations”) automatic shelf registration statement” as defined under Rule 405 of the Securities and Exchange Commission (the “Commission”) thereunder and Act that has been filed with the Commission. Copies Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. Such registration statement, as so amended, including any amendments theretoall information, the preliminary prospectuses (meeting the requirements if any, deemed to be a part thereof pursuant to Rule 430A, 430B or 430C of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company and the Guarantors pursuant to Rule 462(b) of the Act, herein is referred to herein as the a “Registration Statement,.” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in No stop order suspending the Prospectus referred to below, has become effective under the Act and no post-effective amendment to effectiveness of the Registration Statement has been filed as issued and no proceeding for that purpose or pursuant to Section 8A of the date Securities Act against the Company or related to the offering and sale of this Agreementthe Notes (the “Offering”) has been initiated or, to the Company’s knowledge, threatened by the Commission. “Prospectus” means The Company will file the form Prospectus (as defined below) with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The base prospectus contained in the Shelf Registration Statement, at the time such registration statement was declared effective, as supplemented by the final prospectus supplement relating to the Securities first Offering, in the form in which it is to be filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in ) of the Registration Statement prior to the time it becomes effective Rules and Regulations, is herein hereinafter referred to as a the “Preliminary Prospectus.,” Any required filing of except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters and the Independent Underwriter by the Company for use in connection with the Offering which differs from the Prospectus and any (whether or not such revised prospectus or prospectus supplement thereto is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters and the Independent Underwriter for such use. Any preliminary prospectus supplement (and the related base prospectus) relating to the Offering filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter referred to as the “Preliminary Prospectus.” Any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Notes is hereafter referred to as an “Issuer Free Writing Prospectus;” and the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined below) and as supplemented by the Issuer Free Writing Prospectuses, if any, attached and listed in Annex IV hereto, taken together, are hereafter referred to collectively as the “Pricing Disclosure Package.” If the Company has been filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference herein to the Registration Statement, the Prospectus or the Pricing Disclosure Package shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the effective date of the Registration Statement, the date of the Prospectus or the Applicable Time, as the case may be, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective date of the Registration Statement or the date of the Prospectus, as the case may be, that is incorporated therein by reference and (ii) any such document so filed. The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Notes contemplated hereby. All references in this Agreement to the Prospectus, the Registration Statement or any Preliminary Prospectus or Issuer Free Writing Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). (b) At the applicable time of the effectiveness of the Registration Statement or any post-effective amendment thereto, as of the date of the Prospectus or any amendment thereto, when any document filed under the Exchange Act is filed and at the Closing Date (as hereinafter defined), the Registration Statement and the Prospectus and any amendments thereof and supplements thereto complied or will comply in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations thereunder and the Exchange Act and the Rules and Regulations thereunder and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein (i) in the case of the Registration Statement, not misleading and (ii) in the case of the Prospectus or the Preliminary Prospectus, if any, in light of the circumstances under which they were made, not misleading. When a related Preliminary Prospectus, if any, was first filed with the Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(a) or Rule 429 of the Rules and Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus, if any, and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the respective Rules and Regulations thereunder and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation and warranty is made within in this subsection (b), however, with respect to any information contained in or omitted from the time period Registration Statement or the Prospectus or related Preliminary Prospectus, if any, or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the manner Company by or on behalf of any Underwriter or the Independent Underwriter through you specifically for use therein or in the Pricing Disclosure Package or any Issuer Free Writing Prospectus (“Underwriters’ Information”). The parties acknowledge and agree that the Underwriters’ Information consists solely of the material included in the third and seventh paragraphs under the caption “Underwriting” in the prospectus supplement portion of the Preliminary Prospectus and the Prospectus. (c) For purposes of this Agreement, the “Applicable Time” is 4:30 p.m. (New York City time) on the date of this Agreement. The Pricing Disclosure Package, as of the Applicable Time, did not, and as of the Closing Date will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus complies in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations, and does not include information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, and each Issuer Free Writing Prospectus, if any, not listed in Annex IV hereto, as supplemented by Rule 424(band taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and at the Closing Date will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation or warranty is made in this Section 1(c) with respect to any information contained in or omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with any Underwriters’ Information. The Company has prepared a Preliminary Canadian Offering Memorandum dated June 2, 2008, which includes the Preliminary Prospectus (the “Preliminary OM”) and a Final Canadian Offering Memorandum dated June 2, 2008, which includes the Prospectus (the “Final OM”; and together with the Preliminary OM, the “Canadian OM”), in connection with the possible offer and sale of Notes in Canada in transactions exempt from the prospectus requirements of Canadian securities laws. The Preliminary OM, as of its date, as of the Applicable Time (as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto and listed in Annex IV hereto) and as of the Closing Date, and the Final OM, as of its date and as of the Closing Date, did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made, not misleading. No representation or warranty is made in the preceding sentence with respect to any information contained in or omitted from the Preliminary OM or the Final OM in reliance upon and in conformity with any Underwriters’ Information.

Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severallyseverally represents and warrants to, represent and warrant to agrees with, each of the Underwriters as of the date hereof and as of the Closing Date as followsthat: (a) A The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 S-3 (File No. 333-112680144683) with respect to filed on July 19, 2007 (the “Shelf Registration Statement”), for the registration of the Company’s debt and other securities, as described therein, including the Notes, under the Securities has been prepared by the Company Act, and the Guarantors offering thereof from time to time in conformity accordance with Rule 415 of the requirements rules and regulations of the Commission (the “Rules and Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”), and the Rules and Regulations (the . The Registration Statement is an “Rules and Regulations”) automatic shelf registration statement” as defined under Rule 405 of the Securities and Exchange Commission (the “Commission”) thereunder and Act that has been filed with the Commission. Copies Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. Such registration statement, as so amended, including any amendments theretoall information, the preliminary prospectuses (meeting the requirements if any, deemed to be a part thereof pursuant to Rule 430A, 430B or 430C of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company and the Guarantors pursuant to Rule 462(b) of the Act, herein is referred to herein as the a “Registration Statement,.” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in No stop order suspending the Prospectus referred to below, has become effective under the Act and no post-effective amendment to effectiveness of the Registration Statement has been filed as issued and no proceeding for that purpose or pursuant to Section 8A of the date Securities Act against the Company or related to the offering and sale of this Agreementthe Notes (the “Offering”) has been initiated or, to the Company’s knowledge, threatened by the Commission. “Prospectus” means The Company will file the form Prospectus (as defined below) with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The base prospectus contained in the Shelf Registration Statement, at the time such registration statement was declared effective, as supplemented by the final prospectus supplement relating to the Securities first Offering, in the form in which it is to be filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in ) of the Registration Statement prior to the time it becomes effective Rules and Regulations, is herein hereinafter referred to as a the “Preliminary Prospectus.,” Any required filing of except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus and any (whether or not such revised prospectus or prospectus supplement thereto is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus supplement (and the related base prospectus) relating to the Offering filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter referred to as the “Preliminary Prospectus.” Any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Notes is hereafter referred to as an “Issuer Free Writing Prospectus;” and the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined below) and as supplemented by the Issuer Free Writing Prospectuses, if any, attached and listed in Annex IV hereto, taken together, are hereafter referred to collectively as the “Pricing Disclosure Package.” If the Company has been filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference herein to the Registration Statement, the Prospectus or the Pricing Disclosure Package shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the effective date of the Registration Statement, the date of the Prospectus or the Applicable Time, as the case may be, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective date of the Registration Statement or the date of the Prospectus, as the case may be, that is incorporated therein by reference and (ii) any such document so filed. The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Notes contemplated hereby. All references in this Agreement to the Prospectus, the Registration Statement or any Preliminary Prospectus or Issuer Free Writing Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). (b) At the applicable time of the effectiveness of the Registration Statement or any post-effective amendment thereto, as of the date of the Prospectus or any amendment thereto, when any document filed under the Exchange Act is filed and at the Closing Date (as hereinafter defined), the Registration Statement and the Prospectus and any amendments thereof and supplements thereto complied or will comply in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations thereunder and the Exchange Act and the Rules and Regulations thereunder and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein (i) in the case of the Registration Statement, not misleading and (ii) in the case of the Prospectus or the Preliminary Prospectus, if any, in light of the circumstances under which they were made, not misleading. When a related Preliminary Prospectus, if any, was first filed with the Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(a) or Rule 429 of the Rules and Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus, if any, and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the respective Rules and Regulations thereunder and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation and warranty is made within in this subsection (b), however, with respect to any information contained in or omitted from the time period Registration Statement or the Prospectus or related Preliminary Prospectus, if any, or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the manner Company by or on behalf of any Underwriter through you specifically for use therein or in the Pricing Disclosure Package or any Issuer Free Writing Prospectus (“Underwriters’ Information”). The parties acknowledge and agree that the Underwriters’ Information consists solely of the material included in the third and seventh paragraphs under the caption “Underwriting” in the prospectus supplement portion of the Preliminary Prospectus and the Prospectus. (c) For purposes of this Agreement, the “Applicable Time” is 5:30 p.m. (New York City time) on the date of this Agreement. The Pricing Disclosure Package, as of the Applicable Time, did not, and as of the Closing Date will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus complies in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations, and does not include information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, and each Issuer Free Writing Prospectus, if any, not listed in Annex IV hereto, as supplemented by Rule 424(b)and taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and at the Closing Date will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation or warranty is made in this Section 1(c) with respect to any information contained in or omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with any Underwriters’ Information.

Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severallyseverally represents and warrants to, represent and warrant to agrees with, each of the Underwriters as of and the date hereof and as of the Closing Date as followsIndependent Underwriter that: (a) A The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 S-3 (File No. 333-112680126932) with respect filed on July 27, 2005 (the “Shelf Registration Statement”), and a registration statement on Form S-3 pursuant to the Securities has been prepared by the Company and the Guarantors in conformity with the requirements Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”) (No. 333-139916) filed on January 10, 2007 (the “462(b) Registration Statement”), in each case for the registration of the Company’s debt and other securities, as described therein, including the Notes, under the Securities Act, and the Rules offering thereof from time to time in accordance with Rule 415 of the rules and Regulations regulations of the Commission (the “Rules and Regulations”) of under the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the CommissionAct. Copies of Each such registration statement, as so amended, has become effective and copies have heretofore been delivered to the Underwriters and the Independent Underwriter. Such registration statement, as so amended, including any amendments theretoall information, the preliminary prospectuses (meeting the requirements if any, deemed to be a part thereof pursuant to Rule 430A, 430B or 430C of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company and the Guarantors pursuant to Rule 462(b) of the Act, herein is referred to herein as a “Registration Statement” and, collectively, the “Registration Statement,Statements.” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in No stop order suspending the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the effectiveness of either Registration Statement has been filed as issued and no proceeding for that purpose or pursuant to Section 8A of the date Securities Act against the Company or related to the offering and sale of this Agreementthe Notes (the “Offering”) has been initiated or, to the Company’s knowledge, threatened by the Commission. “Prospectus” means The Company will file the form Prospectus (as defined below) with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The base prospectus contained in the Shelf Registration Statement, at the time such registration statement was declared effective, as supplemented by the final prospectus supplement relating to the Securities first Offering, in the form in which it is to be filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in ) of the Registration Statement prior to the time it becomes effective Rules and Regulations, is herein hereinafter referred to as a the “Preliminary Prospectus.,” Any required filing of except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters and the Independent Underwriter by the Company for use in connection with the Offering which differs from the Prospectus and any (whether or not such revised prospectus or prospectus supplement thereto is required to be filed by the Company pursuant to Rule 424(b) of the Rules has been and Regulations), the term “Prospectus” shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters and the Independent Underwriter for such use. Any preliminary prospectus supplement (and the related base prospectus) relating to the Offering filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter referred to as the “Preliminary Prospectus.” Any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Notes is hereafter referred to as an “Issuer Free Writing Prospectus”; and the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined below) and as supplemented by the Issuer Free Writing Prospectuses, if any, attached and listed in Annex IV hereto, taken together, are hereafter referred to collectively as the “Pricing Disclosure Package.” Any reference herein to either Registration Statement, the Prospectus or the Pricing Disclosure Package shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the effective date of either Registration Statement, the date of the Prospectus or the Applicable Time, as the case may be, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to either Registration Statement or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective date of either Registration Statement or the date of the Prospectus, as the case may be, that is incorporated therein by reference and (ii) any such document so filed. The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Notes contemplated hereby. All references in this Agreement to the Prospectus, either Registration Statement or any Preliminary Prospectus or Issuer Free Writing Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). (b) At the applicable time of the effectiveness of each Registration Statement or any post-effective amendment thereto, as of the date of the Prospectus or any amendment thereto, when any document filed under the Exchange Act is filed and at the Closing Date (as hereinafter defined), the Registration Statements and the Prospectus and any amendments thereof and supplements thereto complied or will comply in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations thereunder and the Exchange Act and the Rules and Regulations thereunder and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein (i) in the case of the Registration Statements, not misleading and (ii) in the case of the Prospectus or the Preliminary Prospectus, if any, in light of the circumstances under which they were made, not misleading. When a related Preliminary Prospectus, if any, was first filed with the Commission (whether filed as part of either Registration Statement or any amendment thereto or pursuant to Rule 424(a) or Rule 429 of the Rules and Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus, if any, and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the respective Rules and Regulations thereunder and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation and warranty is made within in this subsection (b), however, with respect to any information contained in or omitted from either Registration Statement or the time period Prospectus or related Preliminary Prospectus, if any, or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the manner Company by or on behalf of any Underwriter or the Independent Underwriter through you specifically for use therein or in the Pricing Disclosure Package or any Issuer Free Writing Prospectus (“Underwriters’ Information”). The parties acknowledge and agree that the Underwriters’ Information consists solely of the material included in the fourth and sixth paragraphs under the caption “Underwriting” in the prospectus supplement portion of the Preliminary Prospectus and the Prospectus. (c) For purposes of this Agreement, the “Applicable Time” is 3:30 p.m. (New York City time) on the date of this Agreement. The Pricing Disclosure Package, as of the Applicable Time, did not, and as of the Closing Date will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus complies in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations, and does not include information that conflicts with the information contained in the Registration Statements, the Preliminary Prospectus or the Prospectus, and each Issuer Free Writing Prospectus not listed in Annex IV hereto, as supplemented by Rule 424(b)and taken together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation or warranty is made in this Section 1(c) with respect to any information contained in or omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with any Underwriters’ Information.

Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors, Guarantors jointly and severallyseverally represents and warrants to, represent and warrant to agrees with, each of the Underwriters as of the date hereof and as of the Closing Date as followsthat: (a) A The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 S-3 (File No. 333-11268075068), filed on December 13, 2001, as amended by Amendment No. 1 thereto, filed on February 11, 2002 (the "2002 Registration Statement") with respect to and a registration statement on Form S-3 (No. 333-105494) filed on May 23, 2003, as amended by Amendment No. 1 thereto, filed on June 5, 2003 (the Securities has been prepared by "2003 Registration Statement"), for the Company registration of the Company's debt and other securities, as described therein, including the Guarantors in conformity with the requirements of Notes, under the Securities Act of 1933, as amended (the “"Securities Act”"), and the Rules offering thereof from time to time in accordance with Rule 415 of the rules and Regulations regulations of the Commission (the “"Rules and Regulations”") of under the Securities Act. Such registration statements, as so amended, have been declared effective by the Commission and Exchange Commission (copies have heretofore been delivered to the “Commission”) thereunder Underwriters. The 2002 Registration Statement and has been filed with the Commission. Copies of such registration statement2003 Registration Statement, as so amended, including any amendments theretoall information, the preliminary prospectuses (meeting the requirements if any, deemed to be a part thereof pursuant to Rule 430A of the Rules and Regulations, are collectively referred to herein as the "Registration Statement." No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or, to the Company's knowledge, threatened by the Commission. The Company will file the Prospectus (as defined below) with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The base prospectus contained therein and in the exhibits2003 Registration Statement, financial statements and schedulesat the time such registration statement was declared effective, as finally amended supplemented by the final prospectus supplement relating to the offering and revisedsale of the Notes (the "Offering"), have heretofore been delivered in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to you. Such registration statement, together with any registration statement be filed by the Company and the Guarantors pursuant to Rule 462(b424(b) of the ActRules and Regulations), herein referred the term "Prospectus" shall refer to such revised prospectus or prospectus supplement, as the “case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus supplement (and the related base prospectus) relating to the Offering filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter called the "Preliminary Prospectus." Any reference herein to the Registration Statement,” Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the effective date of the Registration Statement or the date of the Prospectus, as the case may be, and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective date of the Registration Statement or the date of the Prospectus, as the case may be, which is incorporated therein by reference and (ii) any such document so filed. All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include all information omitted therefrom in reliance upon Rule 430A any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and contained in Retrieval System ("XXXXX"). (b) At the Prospectus referred to below, has become effective under time of the Act and no effectiveness of the Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement has been filed as of Statement, when the date of this Agreement. “Prospectus” means the form of prospectus relating to the Securities Prospectus is first filed with the Commission pursuant to Rule 424(b) or Rule 434 of the Rules and Regulations, when any supplement to or amendment of the Prospectus is filed with the Commission, when any document filed under the Exchange Act is filed and at the Closing Date (as hereinafter defined). Each preliminary prospectus included in , the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any required filing of and the Prospectus and any supplement amendments thereof and supplements thereto complied or will comply in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations thereunder and the Exchange Act and the Rules and Regulations thereunder and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein (i) in the case of the Registration Statement, not misleading and (ii) in the case of the Prospectus, or the Preliminary Prospectus, if any, in light of the circumstances under which they were made, not misleading. When a related Preliminary Prospectus, if any, was first filed with the Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(b424(a) of the Rules has been and Regulations) and when any amendment thereof or will supplement thereto was first filed with the Commission, such Preliminary Prospectus, if any, and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the respective Rules and Regulations thereunder and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation and warranty is made within in this subsection (b), however, with respect to any information contained in or omitted from the time period Registration Statement or the Prospectus or related Preliminary Prospectus, if any, or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the manner required Company by Rule 424(b).or on behalf of any Underwriter through you specifically for use therein ("Underwriters'