Common use of Representations and Warranties of the Initial Purchasers Clause in Contracts

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser hereby severally makes to the Company the following representations and agreements: (i) it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and (ii) (A) it will not solicit offers for, or offer to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")) and (B) it will solicit offers for the Securities only from, and will offer the Securities only to, persons who it reasonably believes to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser hereby Purchaser, severally makes to the Company the following representations and agreementsnot jointly, represents and warrants that: (ia) it is a "qualified institutional buyer" within QIB and it will offer the meaning of Rule 144A under Notes for resale only upon the Securities Act; andterms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum. (ii) (Ab) it will is not solicit offers for, or offer acquiring the Notes with a view to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under distribution thereof that would violate the Securities Act ("REGULATION D")) and (B) or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers for to buy the Securities Notes only from, and will offer and sell the Securities Notes only to, (A) persons who it reasonably believes believed by such Initial Purchaser to be QIBs, (xB) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and persons reasonably believed by such Initial Purchaser to be Accredited Investors or (yC) in the case of offers outside the United States, to persons other than non-U.S. persons ("FOREIGN PURCHASERS"reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thathowever, in each case, that in purchasing the Securities such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that:. (ic) it understands that no action form of general solicitation or general advertising in violation of the Securities Act has been or will be taken by the Company that would permit used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the SecuritiesSecurities Act or, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating with respect to the Securities, Notes to be sold in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered reliance on Regulation S under the Securities Act and may not be offered or sold within the United States or toAct, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements by means of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and be made by such Initial Purchaser, Purchaser or any of its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it representatives in connection with an issue the offer and sale of Securities to a person who is of a kind described in Article 11(3) any of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.Notes.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser Purchaser, severally and not jointly, hereby severally makes to represents and warrants to, and agrees with the Company the following representations and agreements: that: each Initial Purchaser (i) it is a "qualified institutional buyer" within QIB with such knowledge and experience in financial and business matters as are necessary to evaluate the meaning merits and risks of Rule 144A under an investment in the Securities ActSecurities; and (ii) is not acquiring the Securities with a view to any distribution thereof that would violate the Securities Act or the securities or blue sky laws of any state or country, (Aiii) has received all information it considers necessary to evaluate the merits and risks of an investment in the Securities, (iv) has not and will not solicit offers for, or offer to sell, the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D within the meaning of Rule 502(c) under the Securities Act ("REGULATION D")Act, or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (Bv) it has and will solicit offers for the Securities only from, and will offer offer, sell or deliver the Securities Securities, as part of their initial offering, only to, (A) to persons who it in the United States whom the Initial Purchasers reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A or (xB) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, offshore transactions to persons other than non-U.S. persons ("FOREIGN PURCHASERS"in reliance on Regulation S. Each Initial Purchaser, which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatseverally and not jointly, in each casehereby represents and warrants to, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been such Initial Purchaser and its affiliates or any person acting on its or their behalf have not engaged or will be taken by not engage in any directed selling efforts within the Company that would permit a public offering meaning of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating Regulation S with respect to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it the Securities offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S have been and will comply with all applicable laws be offered and regulations sold only in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expenseoffshore transactions; (iii) it understands that the sale of the Securities have offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S is not been part of a plan or scheme to evade the registration provisions of the Securities Act; (iv) such Initial Purchaser has not offered or sold and will not be registered under offer or sell the Securities Act and may not be offered or sold within in the United States or to, or for the benefit or account or benefit of, a U.S. persons except Person (other than a distributor), in accordance with each case, as defined in Rule 144A 902 under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (xa) as part of its distribution at any time and (yb) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date (as defined herein)Date, only other than in accordance with Rule 903 Regulation S of Regulation S. Accordingly, neither such Initial Purchaser, nor any the Securities Act or another exemption from the registration requirements of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation SSecurities Act; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 has (the "Securities Act"A) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to the date six months after the issue date of such SecuritiesClosing Date, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (iiB) only communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it has in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company, and (C) complied and will comply with all applicable provisions of the Financial Services Xxx 0000 FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; (vi) at or prior to confirmation of a sale of Securities by such Initial Purchaser pursuant hereto in reliance on Regulation S to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903(b)(2) under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and (iii) it has only issued or passed on may not be offered and will only issue or pass on in sold within the United Kingdom States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any document received by it time or (ii) otherwise until 40 days after the later of the commencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act or Rule 144A in transactions that are exempt from the registration requirements of the Securities Act, and in connection with an issue of Securities to a person who is of a kind described in Article 11(3) any subsequent sale by you of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) Securities covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or is person receiving a person selling concession, fee or other remuneration, you must deliver a notice to whom such document may otherwise lawfully be issued or passed onsubstantially the foregoing effect. Terms used in this Section 2 and not otherwise defined in this Agreement above have the meanings given assigned to them by in Regulation S." The Initial Purchasers (i) acknowledge that the Company and, for purposes of the opinions to be delivered to each Initial Purchaser pursuant hereto, counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and (ii) hereby consent to such reliance.

Representations and Warranties of the Initial Purchasers. (a) The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Disclosure Package. Each Initial Purchaser hereby Purchaser, severally makes to the Company the following representations and agreementsnot jointly, represents, warrants and agrees that: (i) it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and (ii) (A) it will not solicit offers for, or offer to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")) and (B) it will solicit offers for the Securities only from, and will offer the Securities only to, persons who it reasonably believes to be (x) in the case of offers inside the United States, "qualified institutional buyers" buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and (yan accredited investor within the meaning of Rule 501(a) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing under the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is requiredAct; (ii) without the Representatives’ prior consent, it will comply with all applicable laws and regulations in each jurisdiction in which it acquireshas not solicited offers for, offersor offered or sold, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act and may not be offered (“Regulation D”) or sold in any manner involving a public offering within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements meaning of Section 4(a)(2) of the Securities Act; (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; and (iv) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities and will offer and sell the Securities (x) as part of its distribution at any time their initial offering to persons unless it has provided a copy of the Preliminary Offering Memorandum and the Offering Memorandum to such persons and except to persons: (A) which are not individuals; (B) whom it reasonably believes are “accredited investors” as defined in Section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or subsection 73.3(1) of the Securities Act (Ontario) (the “OSA”), as applicable, and (y1) otherwise until 40 days after whom are either purchasing the later Securities as principal for their own account, or are deemed to be purchasing the Securities as principal for their own account in accordance with Canadian Securities Laws and not as agent for the benefit of another person; (2) if they are an “accredited investors” in reliance on paragraph (m) of the commencement definition of “accredited investor” in section 1.1 of NI 45-106, such person was not created or used solely to purchase or hold the Securities as an “accredited investor” as described under that paragraph (m); and (3) whom are not purchasing the Securities pursuant to any of (i) subsections (e), (e.1), (j), (j.1), (k) or (l) of the offering definition of “accredited investor” in Section 1.1 of NI 45-106, subsections (d), (q) or (v) of the definition of “accredited investor” in Section 1.1 of NI 45-106, as an “individual” or, subsections (d), (i) or (j) of the definition of “accredited investor” in Section 73.3(1) of the OSA as a “person”; (C) from whom the Initial Purchasers have received or will receive an acknowledgement that: (1) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities or Underlying Securities; (2) there is no government or other insurance covering the Securities or Underlying Securities; (3) there are risks associated with the purchase of the Securities; (4) there are restrictions on such persons ability to resell the Securities and the Closing Date Underlying Securities and it is the responsibility of such person to find out what those restrictions are and to comply with them before selling the Securities or Underlying Securities; and, (5) such person has been advised that the Company is relying on an exemption from the requirements to provide such person with a prospectus and to sell securities through a person or company registered under the Securities Act (Alberta) and, as defined hereina consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Alberta), only including statutory rights of rescission or damages will not be available to such person. (b) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 7(b) and 7(c) hereof, counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above, and each Initial Purchaser hereby consents to such reliance. (c) The Company acknowledges and agrees that the Initial Purchasers may, in accordance with Rule 903 the Securities Act and if applicable Canadian Securities Laws, offer and sell Securities to or through any affiliate of Regulation S. Accordingly, neither an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S..

Representations and Warranties of the Initial Purchasers. (a) Each of the Initial Purchaser hereby severally makes Purchasers represents and warrants to the Company the following representations and agreements: (as to itself only) that (i) it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and (ii) (A) it has not and will not solicit offers for, or offer to or sell, the Offered Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (Bii) it has and will solicit offers for the Offered Securities only from, and will offer the Offered Securities only to, to persons who it whom the Initial Purchasers reasonably believes believe to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of buyers as defined in Rule 144A promulgated under the Securities Act and (y“QIBs”) in or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the case of offers outside the United StatesInitial Purchasers that each such account is a QIB, to persons other than U.S. persons ("FOREIGN PURCHASERS"whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatand, in each case, in purchasing transactions under Rule 144A. (b) Each of the Securities are deemed Initial Purchasers represents and warrants (as to have represented and agreed as provided in the Offering Memorandum; With itself only) with respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: States that (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Offered Securities or has in its possession or distributes the Offering any General Disclosure Package or Final Memorandum or any such other material, in all cases at its own expense; ; (iiiii) it understands that the Offered Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act; ; (iii) it is a QIB within the meaning of Rule 144A; and (iv) without the prior consent of the Company, other than one or more term sheets relating to the Offered Securities containing customary information, it has offered the Securities not made and will not make any offer and sell relating to the Offered Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts that would constitute a “written communication” (within the meaning of Regulation Sthe Act and the rules and regulations thereunder) with respect prepared by or on behalf of the Company, or used or referred to by the SecuritiesCompany, and that constitutes an offer to sell or a solicitation of an offer to buy the Offered Securities other than the General Disclosure Package or the Final Memorandum, including without limitation, any road show relating the Offered Securities that constitutes such a written communication other than the Recorded Road Show (the “Supplemental Document”). (c) Each Initial Purchaser, severally and not jointly represents and warrants and agrees with the Company that: (i) in relation to each member state (each, a “Relevant Member State”) of the European Economic Area that has implemented Directive 2003/71/EC (including any relevant implementing measure in each Relevant Member State, the “Prospectus Directive”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of Offered Securities to the public (as such expression is defined in Section 17) in that Relevant Member State prior to the publication of a prospectus in relation to the Offered Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Offered Securities to the public in that Relevant Member State at any time: (A) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (B) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its Affiliates and last annual or consolidated accounts; (C) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such persons have complied and will comply with offer; or (D) in any other circumstances which do not require the offering restrictions requirement publication by the Company of Regulation Sa prospectus pursuant to Article 3 of the Prospectus Directive; (vii) it agrees that, at has only communicated or prior caused to confirmation be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of sales Section 21 of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Financial Services and Markets Act of 1933 2000 (the "Securities Act"“FSMA”)) and may not be offered and sold within received by it in connection with the United States issue or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing sale of the offering, except Offered Securities in either case circumstances in accordance with Regulation S (or Rule 144A, if availablewhich Section 21(1) under of the Securities Act. Terms used above have FSMA does not apply to the meaning given to them by Regulation S"Company; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (iiiii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S..

Representations and Warranties of the Initial Purchasers. (a) Each of the Initial Purchaser hereby severally makes Purchasers represents and warrants to the Company the following representations and agreements: (as to itself only) that (i) it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and (ii) (A) it has not and will not solicit offers for, or offer to or sell, the Offered Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")Act) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Act; and (Bii) it has and will solicit offers for the Offered Securities only from, and will offer the Offered Securities only to, to persons who it whom the Initial Purchasers reasonably believes believe to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of buyers as defined in Rule 144A promulgated under the Securities Act and (y“QIBs”) in or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the case of offers outside the United StatesInitial Purchasers that each such account is a QIB, to persons other than U.S. persons ("FOREIGN PURCHASERS"whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatand, in each case, in purchasing transactions under Rule 144A. (b) Each of the Securities are deemed Initial Purchasers represents and warrants (as to have represented and agreed as provided in the Offering Memorandum; With itself only) with respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: States that (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Offered Securities or has in its possession or distributes the Offering any General Disclosure Package or Final Memorandum or any such other material, in all cases at its own expense; ; (iiiii) it understands that the Offered Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act; ; (iii) it is a QIB within the meaning of Rule 144A; and (iv) without the prior consent of the Company, other than one or more term sheets relating to the Offered Securities containing customary information, it has offered the Securities not made and will not make any offer and sell relating to the Offered Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts that would constitute a “written communication” (within the meaning of Regulation Sthe Act and the rules and regulations thereunder) with respect prepared by or on behalf of the Company, or used or referred to by the SecuritiesCompany, and that constitutes an offer to sell or a solicitation of an offer to buy the Offered Securities other than the General Disclosure Package or the Final Memorandum, including without limitation, any road show relating the Offered Securities that constitutes such a written communication other than the Recorded Road Show (the “Supplemental Document”). (c) Each Initial Purchaser, its Affiliates severally and any such persons have complied not jointly represents and will comply warrants and agrees with the offering restrictions requirement of Regulation S;Company that: (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), such Initial Purchaser has represented and agreed that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Offered Securities to the public in that Relevant Member State, other than: (A) to any legal entity which is a qualified investor as part defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of their distribution at the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Representative on behalf of the Initial Purchasers for any time such offer; or (C) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Offered Securities shall require the Company or any Initial Purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of the above, the expression an “offer of Offered Securities to the public” in relation to any Offered Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Offered Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in that Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (ii) otherwise prior it has only communicated or caused to 40 days after be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the closing meaning of Section 21 of the offering, except Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in either case connection with the issue or sale of the Offered Securities in accordance with Regulation S (or Rule 144A, if availablecircumstances in which Section 21(1) under of the Securities Act. Terms used above have FSMA does not apply to the meaning given to them by Regulation S"Company; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (iiiii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S..

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser hereby severally makes represents and warrants to the Company the following representations Company, Parent and agreementsGuarantors that: (ia) it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and (ii) (A) it will not solicit offers for, or offer to sell, the Securities by any form of general solicitation or general advertising (QIB as those terms are used defined in Regulation D under the Securities Act ("REGULATION D")) and (B) it will solicit offers for the Securities only from, and will offer the Securities only to, persons who it reasonably believes to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) it will offer the Notes and the Guarantees for resale only upon the terms and conditions set forth in this Agreement and in the case Time of offers outside Sale Document and the United States, Final Offering Memorandum; (b) it is not acquiring the Notes and the Guarantees with a view to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers any distribution thereof that would violate the Securities Act or other professional fiduciaries in the securities laws of any state of the United States acting on or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes and the Guarantees only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchasers to be QIBs or (B) persons reasonably believed by the Initial Purchasers to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchasers to be a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatpurchaser referred to in Regulation S under the Securities Act; provided, in each casehowever, that in purchasing such Notes and the Securities Guarantees, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Time of Sale Document and the Final Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that:and (ic) it understands that no action form of general solicitation or general advertising in violation of the Securities Act has been or will be taken by the Company that would permit used nor will any offers in any manner involving a public offering within the meaning of the Securities, or possession or distribution Section 4(2) of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or toor, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant respect to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities Notes and the Closing Date (as defined herein)Guarantees to be sold in reliance on Regulation S, only in accordance with Rule 903 by means of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and be made by such Initial Purchaser, its Affiliates and Purchasers or any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it representatives in connection with an issue the offer and sale of Securities to a person who is of a kind described in Article 11(3) any of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 Notes and not otherwise defined in this Agreement have the meanings given to them by Regulation S.Guarantees.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser hereby severally makes to severally, and not jointly, represents and warrants to, and agrees with, the Company the following representations and agreements: that: such Initial Purchaser (i) it is a an institutional "qualified institutional buyeraccredited investor" within (as defined in Regulation D) with such knowledge and experience in financial and business matters as are necessary in order to evaluate the meaning merits and risks of Rule 144A under an investment in the Securities ActNotes; and (ii) is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities or blue sky laws of any state or country, (Aiii) has received all information it considers necessary to evaluate the merits and risks of an investment in the Notes, (iv) has not and will not solicit offers for, or offer to sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (vi) will offer or sell the Notes only: (x) in offshore transactions in accordance with Rule 903 of Regulation S; provided that commencing on the date hereof and continuing through a 40-day restricted period commencing on the Closing Date (as those defined below): (1) no such offer or sale will be made to a U.S. person or for the account or benefit of a U.S. person (other than such Initial Purchaser); and (2) such Initial Purchaser, if selling Securities to a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Securities, will send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as are set forth in this Section 2; the terms used in this clause (x) are being used as used in Regulation D under the Securities Act S; or ("REGULATION D")y) and (B) it will solicit offers for the Securities only from, and will offer the Securities only to, to persons who whom it reasonably believes to be (x) in the case of offers inside the United States, "qualified institutional buyers" QIBs within the meaning of Rule 144A under the Securities Act and (y) in transactions meeting the case requirements of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Rule 144A. Each Initial Purchaser hereby severally severally, and not jointly, represents and warrants to and agrees with with, the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to before the expiration of the period of six months after from the issue closing date of such Securitiesfor the Notes, will not offer or sell any such Securities Notes to persons in the United Kingdom Kingdom, except to those persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has only communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ("the FSMA")) received by it in connection with the issue or sale of any Notes in circumstances in which Section 12(1) of the FSMA does not apply to the Company and (c) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 FSMA, with respect to anything done by it in relation to the Securities Notes in, from or otherwise involving the United Kingdom. Each Initial Purchaser hereby severally, and (iii) not jointly, represents and warrants to and agrees with, the Company that it has only issued not offered or passed on sold, and will only issue not offer or pass on in the United Kingdom sell, directly or indirectly, any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) Notes in or is a person to whom such document may otherwise lawfully be issued residents of Japan or passed on. Terms used to any persons for reoffering or resale, directly or indirectly in this Section 2 Japan or to any resident of Japan, except pursuant to an exemption from the registration requirements of the Securities and not otherwise defined Exchange Law available thereunder and in this Agreement have compliance with the meanings given to them by Regulation S.other relevant laws and regulations of Japan.

Representations and Warranties of the Initial Purchasers. Each of the Initial Purchaser hereby Purchasers severally makes to the Company the following representations represents and agreementswarrants that: (ia) it It is a "qualified institutional buyer" within the meaning of QIB as defined in Rule 144A under the Securities Act; and, with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Notes, and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Time of Sale Document and the Final Offering Circular. (iib) (A) it will It is not solicit offers for, or offer acquiring the Notes with a view to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under distribution thereof that would violate the Securities Act ("REGULATION D")) and (B) or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers for to buy the Securities Notes only from, and will offer and sell the Securities Notes only to, (A) persons who it reasonably believes believed by such Initial Purchaser to be QIBs or (xB) persons reasonably believed by such Initial Purchaser to be Accredited Investors that execute and deliver to each of the Company and the Initial Purchasers a letter containing certain representations and agreements in the case of offers inside form attached as Annex A to the United States, "qualified institutional buyers" within the meaning of Rule 144A Offering Circular or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be a purchaser referred to in Regulation S under the Securities Act and (y) in the case of offers outside the United StatesAct; provided, to persons other than U.S. persons ("FOREIGN PURCHASERS"however, which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, that in purchasing the Securities such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Time of Sale Document and the Final Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that:Circular. (ic) it understands that no action No form of general solicitation or general advertising in violation of the Securities Act has been or will be taken by the Company that would permit used, nor will any offers in any manner involving a public offering within the meaning of the Securities, or possession or distribution Section 4(2) of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not or, with respect to Notes to be offered or sold within the United States or toin reliance on Regulation S, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements by means of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securitiesbe made, and by such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it Purchaser in connection with an issue the offer and sale of Securities to a person who is of a kind described in Article 11(3) any of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.Notes.

Representations and Warranties of the Initial Purchasers. Each of the Initial Purchaser hereby Purchasers severally makes represents and warrants with respect to the Company the following representations and agreementsitself that: (a) It is a QIB. (b) It, either directly or through its selling agent, (i) it is not acquiring the Series A Notes with a "qualified institutional buyer" within view to any distribution thereof that would violate the meaning Act or the securities laws of Rule 144A under any state of the Securities Act; and United States or any other applicable jurisdiction and (ii) will be soliciting offers for the Series A Notes only from, and will be reoffering and reselling the Series A Notes only to (A) persons in the United States whom it will not solicit offers forreasonably believes to be QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A, (B) a limited number of Accredited Investors that execute and deliver to the Issuer and the Initial Purchasers a letter containing certain representations and agreements in the form attached as Annex A to the Offering Circular or offer to sell, (C) certain persons outside the Securities by any United States in reliance on Regulation S. (c) No form of general solicitation or general advertising (as those terms are used in Regulation D under violation of the Securities Act has been or will be used by such Initial Purchasers or any of its representatives in connection with the offer and sale of any of the Series A Notes. ("REGULATION D")d) and (B) In connection with the Exempt Resales, it will solicit offers for to buy the Securities Series A Notes only from, and will offer and sell the Securities Series A Notes only to, persons who it reasonably believes Eligible Purchasers who, in purchasing such Series A Notes, will be deemed to have represented and agreed (i) if such Eligible Purchasers are QIBs, that they are purchasing the Series A Notes for their own accounts or accounts with respect to which they exercise sole investment discretion and that they or such accounts are QIBs, (ii) that such Series A Notes will not have been registered under the Act and may be resold, pledged or otherwise transferred only (xA) in the case of offers inside the United States, "qualified institutional buyers" within States to a person who the meaning seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A under or in accordance with another exemption from the Securities Act registration requirements of the Act, (B) to the Issuer, (C) pursuant to an effective registration statement, and (yD) in the case of offers outside the United States, States to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries a foreign person in a transaction meeting the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatrequirements of Regulation S and, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees accordance with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering any applicable securities laws of the Securities, or possession or distribution any state of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdomjurisdiction, and (iii) that the holder will, and each subsequent holder is required to, notify any Initial Purchasers from it of the security evidenced thereby of the resale restrictions set forth in (ii) above. (e) It has only issued or passed all requisite power and authority to enter into, deliver and perform its obligations under this Agreement and the Registration Rights Agreement. Each of this Agreement and the Registration Rights Agreement has been duly and validly authorized by it, and this Agreement is, and when executed and delivered on the Closing Date the Registration Rights Agreement will be, a legal, valid and will only issue or pass on in the United Kingdom any document received by binding obligation of it, enforceable against it in connection accordance with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.its terms.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser hereby severally makes and not jointly, represents, warrants and covenants to the Company the following representations and agreementsagrees that: (ia) it Such Initial Purchaser is a "qualified institutional buyer" QIB and an accredited investor within the meaning meanings of Rule 144A under 501(a) of the Securities Act; and, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Securities. (iib) Such Initial Purchaser (Ai) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer to or sell, the Securities by means of any form of general solicitation or general advertising (as those terms are used in within the meaning of Rule 502(c) of Regulation D under the Securities Act ("REGULATION “Regulation D")”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (Bii) it has solicited and will solicit offers for the Securities only from, and has offered or sold and will offer offer, sell or deliver the Securities Securities, as part of their initial offering, only to, within the United States to persons who whom it reasonably believes to be (x) QIBs, or if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in the case of offers inside the United States, "qualified institutional buyers" within the meaning of reliance on Rule 144A under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except transactions in accordance with Rule 144A under the Securities Act or in transactions pursuant to an another exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act;. (ivc) it has offered The Initial Purchasers will not amend or supplement the Securities and will Preliminary Offering Memorandum or the Offering Memorandum or any other document used in connection with the offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering sale of the Securities or any amendment or supplement thereto unless the Company shall previously have been advised thereof and the Closing Date (as defined herein), only in accordance with Rule 903 furnished a copy for a reasonable period of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect time prior to the Securitiesproposed amendment or supplement and as to which the Company shall not have given their consent, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may which shall not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.unreasonably withheld.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser hereby severally makes represents and warrants with respect to the Company the following representations and agreementsitself that: (a) It is a QIB. (b) It (i) it is not acquiring the Series A Notes with a "qualified institutional buyer" within view to any distribution thereof that would violate the meaning Act or the securities laws of Rule 144A under any state of the Securities Act; and United States or any other applicable jurisdiction and (ii) will be soliciting offers for the Series A Notes only from, and will be reoffering and re- (Ac) it will not solicit offers for, or offer to sell, the Securities by any No form of general solicitation or general advertising (as those terms are used in Regulation D under violation of the Securities Act has been or will be used by such Initial Purchaser or any of its representatives in connection with the offer, sale and resale of any of the Series A Notes. ("REGULATION D")d) and (B) In connection with the Exempt Resales, it will solicit offers for to buy the Securities Series A Notes only from, and will offer and sell the Securities Series A Notes only to, persons who it reasonably believes Eligible Initial Purchasers who, in purchasing such Series A Notes, will be deemed to have represented and agreed (i) if such Eligible Initial Purchasers are QIBs, that they are purchasing the Series A Notes for their own accounts or accounts with respect to which they exercise sole investment discretion and that they or such accounts are QIBs, (ii) that such Series A Notes will not have been registered under the Act and may be resold, pledged or otherwise transferred only (xA) in the case of offers inside the United States, "qualified institutional buyers" within States to a Person whom the meaning seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A under 144A, in a transaction meeting the Securities Act requirements of Rule 144 or in accordance with another exemption from the registration requirements of the Act, (B) to the Issuer, (C) pursuant to an effective registration statement and (yD) in the case of offers outside the United States, States to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries a foreign Person in a transaction meeting the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatrequirements of Regulation S under the Act and, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees accordance with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering any applicable securities laws of the Securities, or possession or distribution any state of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdomjurisdiction, and (iii) that the holder will, and each subsequent holder is required to, notify any Initial Purchaser from it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 security evidenced thereby of the resale restrictions set forth in (Investment Advertisements)(Exemptionsii) Order 1996 above. (as amendede) or is a person It has all requisite power and authority to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 enter into, deliver and not otherwise defined in perform its obligations under this Agreement have and the meanings given to them Registration Rights Agreement and each of this Agreement and the Registration Rights Agreement has been duly and validly authorized by Regulation S.it.

Representations and Warranties of the Initial Purchasers. The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Pricing Disclosure Package and the Offering Memorandum. Each Initial Purchaser hereby Purchaser, severally makes and not jointly, represents and warrants to the Company as of the following representations and agreements: (i) it is a "qualified institutional buyer" within date hereof, as of the meaning of Rule 144A under the Securities Act; and (ii) (A) it will not solicit offers for, or offer to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")) and (B) it will solicit offers for the Securities only fromApplicable Time, and will offer as of the Securities only toClosing Date, persons who it reasonably believes to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (ia) it understands that no action has been or will be taken by the Company that would permit is a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; qualified institutional buyer (iia “QIB”) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with meaning of Rule 144A under the Securities Act or pursuant (“Rule 144A”) and an accredited investor within the meaning of Rule 501(a) under the Act with such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an exemption from, or investment in a transaction not subject to, the registration requirements of the Securities ActSecurities; (ivb) neither it, nor any person acting on its behalf, has solicited offers for, or offered or sold, and neither it, nor any person acting on its behalf, will solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Act, other than by means of a Permitted General Solicitation (as defined in Section 4(uu) below); and (c) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities and will offer and sell the Securities (x) as part of its their distribution at any time and (y) otherwise until 40 days after the later of the commencement of securities in connection with the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effectexcept to: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of their distribution at any time the Securities is aware that such sale is being made in reliance on Rule 144A or (ii) otherwise prior to 40 days after persons upon the closing of the offering, except terms and conditions set forth in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.Annex I.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally but not jointly, represents and agrees that: (a) It is a QIB and is purchasing for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are also QIBs). Each Initial Purchaser hereby severally makes is aware that it (or any account for which it is purchasing) may be required to bear the Company economic risk of an investment in the following representations Class A Certificates for an indefinite period, and agreements:it (or such account) is able to bear such risk for an indefinite period. (b) It will not sell, pledge or otherwise transfer any Class A Certificate to any person unless either (i) it such sale, pledge or other transfer is a "qualified institutional buyer" within made to NMG or the meaning of Seller, (ii) so long as the Class A Certificates are eligible for resale pursuant to Rule 144A under the Securities Act; and , such sale, pledge or other transfer is made to a person whom it reasonably believes is a QIB acting for its own account (iiand not for the account of others) or as a fiduciary or agent for others (Awhich others also are QIBs) it will not solicit offers forto whom notice is given that the sale, pledge or offer to selltransfer is being made in reliance on Rule 144A, (iii) such sale, pledge or other transfer is made outside the Securities by any form of general solicitation or general advertising (as those terms are used United States in compliance with Regulation D S under the Securities Act or ("REGULATION D")iv) and (B) it will solicit offers for the Securities only fromsuch sale, and will offer the Securities only to, persons who it reasonably believes to be (x) pledge or other transfer is made in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A States pursuant to another exemption from registration under the Securities Act and in such case, (yA) the Trustee will require that the prospective seller and the prospective transferee certify to the Trustee and Seller in writing the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS"facts surrounding such transfer, which term shall include dealers certification will be in form and substance satisfactory to the Trustee, NMG and the Seller, and (B) the Trustee will require a written opinion of counsel (which will not be at the expense of NMG, Seller or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)Trustee) that, in each case, in purchasing satisfactory to Seller and the Trustee to the effect that such transfer will not violate the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; Act. With respect to offers and sales outside the United States, as described in clause (ii)(B)(y3(c)(iii) above, each Initial Purchaser hereby Purchaser, severally but not jointly, represents and agrees with the Company that: (i) it understands that no action has been or will be taken by NMG or the Company Seller that would permit a public offering of the SecuritiesClass A Certificates, or possession or distribution of the Preliminary Offering Memorandum or the Final Offering Memorandum or any other offering or publicity material relating to the SecuritiesClass A Certificates, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities Class A Certificates or has in its possession or distributes the Preliminary Offering Memorandum or the Final Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities Class A Certificates have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities Class A Certificates and will offer and sell the Securities Class A Certificates (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of date upon which the offering of the Securities Class A Certificates commenced to persons other than distributors in reliance upon Regulation S and the Closing Date (as defined herein)Date, only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the SecuritiesClass A Certificates, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S;; and (v) it agrees that, at or prior to confirmation of sales of the SecuritiesClass A Certificates, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities Class A Certificates from it during the restricted distribution compliance period (as defined in Regulation S) a confirmation or notice to substantially the following effect: "THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW. EACH PURCHASER OF THIS CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CERTIFICATE MAY BE RELYING ON THE EXEMPTIONS FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A AND REGULATIONS THEREUNDER." (c) The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and Class A Certificates may not be offered and sold purchased by or transferred to any "employee benefit plan" within the United States meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (whether or tonot subject to ERISA, and including, without limitation, foreign or government plans) or by any "plan" described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or for the account or benefit ofany entity whose underlying assets include plan assets by reason of a plan's investment in such entity (each, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offeringa "Plan"), except in either case in accordance with Regulation S (or Rule 144Afor an insurance company using the assets of its general account that represents and warrants that, if available) under at the Securities Act. Terms used above have time of acquisition and throughout the meaning given to them by Regulation S"; and (vi) period it agrees that holds the Class A Certificates (i) it has not offered or sold Securities and, prior to six months after is eligible for and meets the issue date requirements of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing Department of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995Labor Prohibited Transaction Class Exemption 95-60, (ii) it has complied and will comply with all applicable provisions less than 25% of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from assets of such account are (or otherwise involving the United Kingdomrepresent) assets of a Plan, and (iii) it has only issued is not a service provider to the Trust, or passed on an affiliate of a service provider to the Trust, and would not otherwise be excluded under 2510.3-101(f)(1). (d) It understands that each Class A Certificate will only issue bear a legend or pass on legends substantially in the United Kingdom any document received by it in connection following form unless the Seller determines otherwise, consistent with an issue of Securities to a person who is of a kind described in Article 11(3applicable law: "THIS CERTIFICATE (OR ITS PREDECESSOR) of the Financial Services Xxx 0000 HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (Investment Advertisements)(ExemptionsTHE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) Order 1996 REPRESENTS THAT (as amendedA) or is a person to whom such document may otherwise lawfully be issued or passed onIT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN "INSTITUTIONAL ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (C) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, IN THE CASE OF THIS CLAUSE (D), PRIOR TO SUCH TRANSFER, FURNISHES THE TRUST AND THE SELLER A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS CERTIFICATE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUST AND THE SELLER) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF CERTIFICATES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE NEIMAN MARCUS GROUP, INC., THE SELLER, THE TRUST AND BERGDORF GOODMAN, INC., THAT SUCH TRANXXXX XX IN COMPLIANCE WITH THE SECURITIES ACT, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, (3) REPRESENTS THAT EITHER (A) IT IS NOT ACQUIRING THE CERTIFICATES WITH THE ASSETS OF A BENEFIT PLAN OR (B) ITS PURCHASE AND HOLDING OF THE CERTIFICATES WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE, AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE POOLING AGREEMENT UNDER WHICH THIS CERTIFICATE WAS ISSUED CONTAINS A PROVISION REQUIRING THE TRUST AND THE SELLER TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING." Terms used in this Section 2 3 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.

Representations and Warranties of the Initial Purchasers. Each of the Initial Purchaser hereby Purchasers, severally makes and not jointly, represents, warrants and covenants to the Company and the following representations Guarantors and agreementsagrees that: (ia) it Such Initial Purchaser is a "qualified institutional buyer" within QIB, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the meaning merits and risks of Rule 144A under an investment in the Initial Notes. (b) Such Initial Purchaser is not acquiring the Initial Notes with a view to any distribution thereof that would violate the Securities Act; andAct or the securities laws of any state of the United States or any other applicable jurisdiction. (iic) (A) it will not solicit offers for, or offer to sell, the Securities by any No form of general solicitation or general advertising (as those terms are used in within the meaning of Regulation D under the Securities Act Act) has been or will be used by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Initial Notes, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. ("REGULATION D")d) and (B) Such Initial Purchaser agrees that, in connection with the Exempt Resales, it will solicit offers for to buy the Securities Initial Notes only from, and will offer to sell the Securities Initial Notes only to, Eligible Purchasers. Such Initial Purchaser further (i) agrees that it will offer to sell the Initial Notes only to, and will solicit offers to buy the Initial Notes only from (A) persons who it that the Initial Purchaser reasonably believes to be are QIBs, and (xB) Reg S Investors, (ii) acknowledges and agrees that, in the case of offers inside the United Statessuch QIBs and such Reg S Investors, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each that such Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and Notes will not be have been registered under the Securities Act and may be resold, pledged or otherwise transferred only (A)(1) to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of a QIB for which such person is acting as a fiduciary or agent, in a transaction meeting the requirements of Rule 144A, (2) in an offshore transaction (as defined in Rule 902 under the Securities Act) meeting the requirements of Rule 904 under the Securities Act, (3) in a transaction meeting the requirements of Rule 144, (4) to an “accredited investor” (as referred to in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that, prior to such transfer, furnishes the Trustee a signed letter containing certain representations and agreements relating to the registration of transfer of such Initial Notes (the form of which can be obtained from the Trustee) and, if such transfer is in respect of an aggregate principal amount of Initial Notes of less than $250,000, an opinion of counsel acceptable to the Company and the Guarantors that such transfer is in compliance with the Securities Act or (5) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel, if the Company and the Guarantors so request), (B) to Parent or any Subsidiary or (C) pursuant to an effective registration statement under the Securities Act and, in each case, in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction and (iii) acknowledges that it will, and each subsequent holder will be required to, notify any purchaser of the security evidenced thereby of the resale restrictions set forth in (ii) above. (e) Such Initial Purchaser and its affiliates or any person acting on its or their behalf has not engaged or will not engage in any directed selling efforts within the meaning of Regulation S with respect to the Initial Notes or the Guarantees thereof. (f) The Initial Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S have been and will be offered and sold only in offshore transactions. (g) The sale of Initial Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act. (h) Such Initial Purchaser has not distributed nor, prior to the later to occur of (i) the Closing Date and (ii) completion of the distribution of the Initial Notes, will distribute any material in connection with the offering and sale of the Initial Notes other than the Disclosure Package, the Offering Memorandum or other material, if any, not prohibited by the Securities Act and the FSMA (or regulations promulgated under the Securities Act or the FMSA) and approved by the Company, such approval not to be unreasonably withheld or delayed, it being understood that the Company hereby approves of the distribution by the Initial Purchasers of one or more Bloomberg screens containing pricing and other customary information with respect to the Notes; provided, that such information is consistent with the Disclosure Package and the Offering Memorandum. (i) Such Initial Purchaser agrees that it has not offered or sold within and will not offer or sell the Initial Notes in the United States or to, or for the benefit or account or benefit of, a U.S. persons except Person (other than a distributor), in accordance with each case, as defined in Rule 144A 902 under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (xi) as part of its distribution at any time and (yii) otherwise until 40 days after the later of the commencement of the offering of the Securities Initial Notes pursuant hereto and the Closing Date (as defined herein)Date, only other than in accordance with Rule 903 Regulation S of Regulation S. Accordinglythe Securities Act or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, neither during such Initial Purchaser40-day distribution compliance period, nor it will not cause any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) advertisement with respect to the Securities, and such Initial Purchaser, its Affiliates and Notes (including any such persons have complied “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will comply with not issue any circular relating to the offering restrictions requirement of Initial Notes, except such advertisements as are permitted by and include the statements required by Regulation S;S. (vj) it Such Initial Purchaser agrees that, at or prior to confirmation of sales a sale of the Securities, Initial Notes by it will have sent to each any distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted 40-day distribution compliance period referred to in Rule 903(c)(2) under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: "“The Securities Initial Notes covered hereby have not been registered under the U.S. Securities Act of 1933 1933, as amended (the "“Securities Act") ”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their your distribution at any time or (ii) otherwise prior to until 40 days after the closing later of the offeringcommencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A, if available) under 144A or to Accredited Institutions in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Initial Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meaning given meanings assigned to them by in Regulation S"; and (vi) it agrees S.” The Initial Purchasers acknowledge that (i) it has not offered or sold Securities the Company and the Guarantors and, prior for purposes of the opinions to six months after be delivered to the issue date of such SecuritiesInitial Purchasers pursuant to Section 10 hereof, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) counsel for the purposes of their businesses or otherwise in circumstances which have not resulted Company and the Guarantors and counsel for the Initial Purchasers will not result in an offer to rely upon the public in the United Kingdom within the meaning accuracy and truth of the Public Offers of Securities Regulations 1995, (ii) it has complied foregoing representations and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect hereby consents to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.reliance.

Representations and Warranties of the Initial Purchasers. Each of the Initial Purchaser hereby Purchasers, severally makes and not jointly, represents, warrants and covenants to the Company and the following representations Guarantors and agreementsagrees that: (ia) it Such Initial Purchaser is a "qualified institutional buyer" within the meaning of QIB and an “accredited investor” (as defined in Rule 144A 501(a)(l), (2), (3) or (7) under the Securities Act; and), with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Initial Notes. (b) Such Initial Purchaser (i) is not acquiring the Initial Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction and (ii) (A) it will not solicit offers for, or offer be reoffering and reselling the Initial Notes only to sell, QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by any Rule 144A and in offshore transactions in reliance upon Regulation S under the Securities Act. (c) No form of general solicitation or general advertising (as those terms are used in within the meaning of Regulation D under the Securities Act Act) has been or will be used by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Initial Notes, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. ("REGULATION D")d) and (B) Such Initial Purchaser agrees that, in connection with the Exempt Resales, it will solicit offers for to buy the Securities Initial Notes only from, and will offer to sell the Securities Initial Notes only to, persons who Eligible Purchasers. Such Initial Purchaser further (i) agrees that it will offer to sell the Initial Notes only to, and will solicit offers to buy the Initial Notes only from (A) Eligible Purchasers that the Initial Purchaser reasonably believes to be are QIBs, and (xB) Reg S Investors, (ii) acknowledges and agrees that, in the case of offers inside the United Statessuch QIBs and such Reg S Investors, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each that such Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and Notes will not be have been registered under the Securities Act and may be resold, pledged or otherwise transferred only (A)(1) to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of a QIB for which such person is acting as a fiduciary or agent, in a transaction meeting the requirements of Rule 144A, (2) in an offshore transaction (as defined in Rule 902 under the Securities Act) meeting the requirements of Rule 904 under the Securities Act, (3) in a transaction meeting the requirements of Rule 144, or (4) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel, if the Company and the Guarantors so request), (B) to Parent or any Subsidiary or (C) pursuant to an effective registration statement under the Securities Act and, in each case, in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction and (iii) acknowledges that it will, and each subsequent holder is required to, notify any purchaser of the security evidenced thereby of the resale restrictions set forth in (ii) above. (e) Such Initial Purchaser and its affiliates or any person acting on its or their behalf has not engaged or will not engage in any directed selling efforts within the meaning of Regulation S with respect to the Initial Notes or the Guarantees thereof. (f) The Initial Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S have been and will be offered and sold only in offshore transactions. (g) The sale of Initial Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act. (h) Such Initial Purchaser has not distributed nor, prior to the later to occur of (i) the Closing Date and (ii) completion of the distribution of the Initial Notes, will distribute any material in connection with the offering and sale of the Initial Notes other than the (w) Disclosure Package, (x) the Offering Memorandum, (y) one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of securities or (z) other material, if any, not prohibited by the Securities Act and the FSMA (or regulations promulgated under the Securities Act or the FMSA), which material shall have been reviewed an approved by the Company. (i) Such Initial Purchaser agrees that it has not offered or sold within and will not offer or sell the Initial Notes in the United States or to, or for the benefit or account or benefit of, a U.S. persons except Person (other than a distributor), in accordance with each case, as defined in Rule 144A 902 under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (xi) as part of its distribution at any time and (yii) otherwise until 40 days after the later of the commencement of the offering of the Securities Initial Notes pursuant hereto and the Closing Date (as defined herein)Date, only other than in accordance with Rule 903 Regulation S of Regulation S. Accordinglythe Securities Act or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, neither during such Initial Purchaser40-day distribution compliance period, nor it will not cause any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) advertisement with respect to the Securities, and such Initial Purchaser, its Affiliates and Notes (including any such persons have complied “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will comply with not issue any circular relating to the offering restrictions requirement of Initial Notes, except such advertisements as permitted by and include the statements required by Regulation S;S. (vj) it Such Initial Purchaser agrees that, at or prior to confirmation of sales a sale of the Securities, Initial Notes by it will have sent to each any distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted 40-day distribution compliance period referred to in Rule 903(c)(3) under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: "“The Securities Initial Notes covered hereby have not been registered under the U.S. Securities Act of 1933 1933, as amended (the "“Securities Act") ”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their your distribution at any time or (ii) otherwise prior to until 40 days after the closing later of the offeringcommencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A, if available) under 144A or to Accredited Institutions in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Initial Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meaning given meanings assigned to them by in Regulation S"; andS.” (vik) it Such Initial Purchaser agrees that (i) it has the Initial Notes offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not offered or sold Securities and, prior to six months after be exchanged for definitive securities until the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning expiration of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect 40-day distribution compliance period referred to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3Rule 903(c)(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) Securities Act and only upon certification of beneficial ownership of such Initial Notes by non-U.S. persons or is a person U.S. persons who purchased such Initial Notes in transactions that were exempt from the registration requirements of the Securities Act. The Initial Purchasers acknowledge that the Company and the Guarantors and, for purposes of the opinions to whom be delivered to the Initial Purchasers pursuant to Section 10 hereof, counsel for the Company and the Guarantors and counsel for the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and hereby consent to such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.reliance.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser hereby Purchaser, severally makes and not jointly, represents, warrants and covenants to the Company the following representations and agreementsagrees that: (ia) it Such Initial Purchaser is a "qualified institutional buyer" QIB and an accredited investor within the meaning meanings of Rule 144A under 501(a) of the Securities Act; and, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Notes. (iib) Such Initial Purchaser (Ai) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer to or sell, the Securities Notes by means of any form of general solicitation or general advertising (as those terms are used in within the meaning of Rule 502(c) of Regulation D under the Securities Act ("REGULATION “Regulation D")”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (Bii) it has solicited and will solicit offers for the Securities Notes only from, and has offered or sold and will offer offer, sell or deliver the Securities Notes, as part of their initial offering, only to, within the United States to persons who whom it reasonably believes to be (xi) QIBs, or if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in the case of offers inside the United States, "qualified institutional buyers" within the meaning of reliance on Rule 144A under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing transactions under Rule 144A or (ii) Institutional Accredited Investors that, prior to their purchase of the Securities are deemed Notes, deliver to have represented the Initial Purchasers a letter containing the representations and agreed as provided agreements set forth in Annex B to the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or transactions pursuant to an another exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act;, including pursuant to transactions under “Section 4(1-1/2)”. (ivc) it has offered Each Initial Purchaser, severally and not jointly, covenants and agrees with the Securities and Company that such Initial Purchaser will offer and sell the Securities (x) as part of its distribution at not use or refer to any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date “Free Writing Offering Document” (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) 405 under the Securities Act. Terms used above have ) without the meaning given prior written consent of the Company where the use of or reference to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior such “Free Writing Offering Document” would require the Company to six months after file with the issue date of such Securities, will not offer or sell Commission any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments “issuer information” (as principal or agent) for the purposes of their businesses or otherwise defined in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to Rule 433 under the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.Act).

Representations and Warranties of the Initial Purchasers. Each of the Initial Purchaser hereby severally makes to the Company the following representations Purchasers represent and agreementswarrant that: (ia) it It is a "qualified institutional buyer" within the meaning of QIB as defined in Rule 144A under the Securities Act; andAct and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Final Offering Circular. (iib) (A) it will It is not solicit offers foracquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, or offer to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")) and (B) it will solicit offers for to buy the Securities Notes only from, and will offer and sell the Securities Notes only to, (A) persons who it reasonably believes believed by the Initial Purchasers to be QIBs or (xB) persons reasonably believed by the Initial Purchasers to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchasers to be a purchaser referred to in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A Regulation S under the Securities Act and (y) in the case of offers outside the United StatesAct; provided, to persons other than U.S. persons ("FOREIGN PURCHASERS"however, which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, that in purchasing the Securities such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that:Circular. (ic) it understands that no action No form of general solicitation or general advertising in violation of the Act has been or will be taken by the Company that would permit used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the SecuritiesAct or, or possession or distribution with respect to Notes to be sold in reliance on Regulation S, by means of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and be made by such Initial Purchaser, Purchaser or any of its Affiliates and any such persons have complied and will comply representatives in connection with the offering restrictions requirement offer and sale of Regulation S;any of the Notes. (vd) it agrees that, at or prior The Initial Purchasers will deliver to confirmation of sales each Subsequent Purchaser of the SecuritiesNotes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of in connection with their original distribution at any time or (ii) otherwise prior to 40 days after the closing of the offeringNotes, except in either case in accordance with Regulation S (or Rule 144Aa copy of the Final Offering Circular, if available) under as amended and supplemented at the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securitiesdelivery. (e) Each Initial Purchaser acknowledges and agrees that the Company and, will not offer or sell any such Securities for purposes of the opinions to persons in be delivered to the United Kingdom except to persons whose ordinary activities involve them in acquiringInitial Purchasers hereunder, holding, managing or disposing of investments (as principal or agent) counsel for the purposes of their businesses or otherwise in circumstances which have not resulted Company and will not result in an offer to counsel for the public in Initial Purchasers, respectively, may rely upon the United Kingdom within the meaning accuracy of the Public Offers of Securities Regulations 1995, (ii) it has complied representations and will comply with all applicable provisions warranties of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United KingdomInitial Purchasers, and (iii) it has only issued or passed on compliance by the Initial Purchasers with their agreements, contained herein, and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities each Initial Purchaser hereby consents to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.reliance.

Representations and Warranties of the Initial Purchasers. Each of the Initial Purchaser hereby Purchasers, severally makes to and not jointly, represents and warrants, as of the Company date hereof and as of the following representations and agreementsClosing Date, that: (a) It is a QIB. (b) It (i) it is not acquiring the Units with a "qualified institutional buyer" within view to any distribution thereof that would violate the meaning Act or the securities laws of Rule 144A under any state of the Securities Act; and United States or any other applicable jurisdiction and (ii) will be soliciting offers for the Units only from, and will be reoffering and reselling the Units only to (A) persons in the United States whom it will not solicit offers forreasonably believes to be QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A, or offer (B) a limited number of Accredited Investors that execute and deliver to sell, the Securities by any Issuer and the Initial Purchasers a letter containing certain representations and agreements in the form attached as Annex A to the Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used by the Initial Purchasers or any of its representatives in connection with the offer and sale of any of the Units. (as those terms are used in Regulation D under d) In connection with the Securities Act ("REGULATION D")) and (B) Exempt Resales, it will solicit offers for to buy the Securities Units only from, and will offer and sell the Securities Units only to, persons Eligible Initial Purchasers who in purchasing such Units, will be deemed to have represented and agreed that (i) such Eligible Initial Purchaser understands and acknowledges that the Units have not been registered under the Act or any other applicable securities law, and that the Units are being offered for resale in transactions not requiring registration under the Act or any other securities law, including sales pursuant to Rule 144A under the Act, and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Act or any other applicable securities law, pursuant to an exemption therefrom (in each case in compliance with the conditions for transfer set forth below); (ii) such Eligible Initial Purchaser is not an "affiliate" (as defined in Rule 144 under the Act) of the Issuer or acting on behalf of the Issuer; (iii) if such Eligible Initial Purchaser is a QIB that it is aware that any sale of the Units to it is being made in reliance on Rule 144A and such acquisition will be for its own account or for the account of another QIB; (iv) if such Eligible Initial Purchaser is an Accredited Investor or, if the Units are to be purchased for one or more accounts ("investor accounts") which are Accredited Investors and for which it is acting as fiduciary or agent, that in the normal course of its business, it invests in or purchases securities similar to the Units and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing any of the Units and it is aware that it (or an investor account) may be required to bear the economic risk of an investment in the Units for an indefinite period of time and it (or such account) is able to bear such risk for an indefinite period of time; (v) that such Eligible Initial Purchaser, by its acceptance of the Units, will offer, sell or otherwise transfer such Units, prior to the date that is two years (or such shorter period that may hereafter be provided under Rule 144(k) as permitting resales of restricted securities by non-affiliates without restriction) after the later of the original issue date of the Units and the last date on which the Issuer or any affiliate of the Issuer was the owner of the Units (or any predecessor of the Units) only (A) to the Issuer, (B) pursuant to a registration statement which has been declared effective under the Act, (C) for so long as the Units are eligible for resale pursuant to Rule 144A under the Act, to a person who the seller reasonably believes is a QIB that purchases for its own account or the account of a QIB to be whom notice is given that the transfer is being made in reliance on Rule 144A, (xD) pursuant to offers and sales to foreign persons that occur in offshore transactions and without directed selling efforts within the case meanings of offers inside such terms as defined in Regulation S under the United StatesAct, (E) to an institutional "qualified institutional buyersaccredited investor" within the meaning of Rule 144A 501 (a)(1), (2), (3) or (7) under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in that is purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action Units for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that account or the Securities have account of such an institutional "accredited investor," for investment purposes and not been and will not be registered under the Securities Act and may not be offered or sold within the United States or with a view to, or for offer or sale in connection with, any distribution in violation of the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or (F) pursuant to an another available exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act; (iv) it has offered , subject to the Securities Issuer's and will offer the Trustee's right prior to any such offer, sale or transfer to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to each of them, and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later in each of the commencement foregoing cases, a certificate of transfer in the offering of form appearing on the Securities Units is completed and delivered by the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect transferor to the Securities, trustee and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to in each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (applicable securities laws of any U.S. state or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"any other applicable jurisdiction; and and (vi) it agrees that (i) it has not offered or sold Securities and, prior such Eligible Initial Purchaser will deliver to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a each person to whom such document may otherwise lawfully be issued or passed on. Terms used it transfers any Units a notice substantially to the effect of the resale restrictions set forth in clause (v) above. (e) It has all requisite power and authority to enter into, deliver and perform its obligations under each of this Section 2 Agreement, the Note Registration Rights Agreement and not otherwise defined in the Warrant Registration Rights Agreement and each of this Agreement, the Note Registration Rights Agreement have and the meanings given to them Warrant Registration Rights Agreement has been duly and validly authorized by Regulation S.it.

Representations and Warranties of the Initial Purchasers. Each The Initial Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Offering Memorandum, and each Initial Purchaser hereby severally makes represents and warrants to and agrees with the Company the following representations and agreementsthat: (a) It will offer and sell the Notes only: (i) to persons whom it is a reasonably believes are "qualified institutional buyerbuyers" ("QIBs") within the meaning of Rule 144A under in transactions meeting the Securities Act; and requirements of Rule 144A and (ii) (A) it will not solicit offers for, or offer to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")) and (B) it will solicit offers for the Securities only from, and will offer the Securities only to, persons who it reasonably believes to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, States to persons other than U.S. persons ("FOREIGN PURCHASERS"as defined in Regulation S) in compliance with Regulation S, which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatwho, in each case, in purchasing the Securities such Notes, are deemed to have represented and agreed as provided in the Offering MemorandumMemorandum under the caption "Notice to investors"; (b) It is a QIB within the meaning of Rule 144A; (c) It has not and will not directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes by any form of general solicitation, general advertising (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (d) With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it It understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the SecuritiesNotes, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the SecuritiesNotes, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or Regulation S or pursuant to an another exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act;; and (iviii) it It has offered the Securities Notes and will offer and sell the Securities Notes (xA) as part of its their distribution at any time and (yB) otherwise until 40 days one year after the later of the commencement of the offering of the Securities and the Closing Date time of purchase (as defined hereinor the additional time of purchase, if later) (the "Distribution Compliance Period"), only in accordance with Rule 903 of Regulation S. AccordinglyS or as otherwise permitted in this Section 4; accordingly, neither such Initial Purchaserit, nor any of its Affiliates, Affiliates nor any persons acting on its or their behalf has have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the SecuritiesNotes, and such Initial Purchaserit, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S, including, during the Distribution Compliance Period: a) no such offer or sale will be made to a U.S. person or for the account or benefit of a U.S. person (other than an Initial Purchaser); (vb) it agrees thatwill not engage in hedging transactions involving the Notes or the Shares unless in compliance with the Act and will include in any information provided to publishers of publicly available databases a statement that the Notes are subject to restrictions under Regulation S and Rule 144A; and c) it, at or prior its Affiliates and any person acting on its behalf, if selling Notes to confirmation of sales of the Securitiesanother Initial Purchaser, it will have sent to each distributor, a dealer or a person receiving a selling concession, fee or other remuneration that purchases Securities from it during in respect of the restricted period Notes, will send a confirmation or other notice to substantially the following effect: "The Securities covered hereby have not been registered under purchaser stating that the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer purchaser is subject to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied same restrictions on offers and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (sales as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used set forth in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.4.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser hereby Purchaser, severally makes and not jointly, represents and warrants to the Company the following representations and agreementsIssuers as follows: (a) Such Initial Purchaser is either a QIB or an Accredited Investor, in either case with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) Such Initial Purchaser (i) is not acquiring the Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Series A Notes in a transaction that would violate the Act or the securities laws of any State of the United States or any other applicable jurisdiction, (ii) will be reoffering and reselling the Series A Notes only to QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A, to a limited number of Accredited Investors that execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Offering Documents and in offshore transactions in reliance upon Regulation S under the Act. (c) Such Initial Purchaser agrees that no form of general solicitation or general advertising (within the meaning of Regulation D under the Act) has been or will be used by such Initial Purchaser or any of its representatives in connection with the offer and sale of the Series A Notes pursuant hereto, including, without limitation, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (d) Such Initial Purchaser further agrees that, in connection with the Exempt Resales, it will solicit offers to buy the Series A Notes only from, and will offer to sell the Series A Notes only to, the Eligible Purchasers. Such Initial Purchaser further agrees that it will offer to sell the Series A Notes only to, and will solicit offers to buy the Series A Notes only from, Eligible Purchasers who in purchasing such Series A Notes will be deemed to have represented and agreed that such Series A Notes will not have been registered under the Act and may be resold, pledged or otherwise transferred, only (A) (I) inside the United States to a person who the seller reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and Act in a transaction meeting the requirements of Rule 144A, (iiII) (A) it will not solicit offers for, or offer to sell, in a transaction meeting the Securities by any form requirements of general solicitation or general advertising (as those terms are used in Regulation D Rule 144 under the Securities Act, (III) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Act or (IV) in accordance with another exemption from the registration requirements of the Act ("REGULATION D"and based upon an opinion of counsel if the Company so requests)) and , (B) it will solicit offers for to the Securities only from, and will offer the Securities only to, persons who it reasonably believes Company or (C) pursuant to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A an effective registration statement under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatAct, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside accordance with any applicable securities laws of any State of the United StatesStates or any other applicable jurisdiction, as described and (3) that the holder will, and each subsequent holder is required to, notify any purchaser from it of the security evidenced thereby of the resale restrictions set forth in clause (ii)(B)(y2) above. Accordingly, each Initial Purchaser hereby severally represents and agrees that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts within the meaning of Rule 901(b) of Regulation S with respect to the Notes, and it, its affiliates and all persons acting on its or their behalf have complied and will compl y with the Company that:offering restrictions requirements of Regulation S. (ie) it understands that no action has been or will be taken The Series A Notes offered and sold by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, such Initial Purchaser pursuant hereto in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities reliance on Regulation S have not been and will be offered and sold only in offshore transactions. (f) The sale of the Series A Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S is not be registered under part of a plan or scheme to evade the Securities Act and may registration provisions of the Act. (g) Such Initial Purchaser agrees that it has not be offered or sold within and will not offer or sell the Series A Notes in the United States or to, or for the benefit or account or benefit of, a U.S. persons except Person (other than a distributor), in accordance with each case, as defined in Rule 144A 902 under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (xi) as part of its distribution at any time and (yii) otherwise until 40 days after the later of the commencement of the offering of the Securities Series A Notes pursuant hereto and the Closing Date (as defined herein)Date, only other than in accordance with Rule 903 Regulation S of Regulation S. Accordinglythe Act or another exemption from the registration requirements of the Act. Such Initial Purchaser agrees that, neither during such Initial Purchaser40-day restricted period, nor it will not cause any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) advertisement with respect to the Securities, and such Initial Purchaser, its Affiliates and Series A Notes (including any such persons have complied "tombstone" advertisement) to be published in any newspaper or periodical or posted in any public place and will comply with not issue any circular relating to the offering restrictions requirement of Series A Notes, except such advertisements as permitted by and include the statements required by Regulation S;S. (vh) it Such Initial Purchaser agrees that, at or prior to confirmation of sales a sale of the Securities, Series A Notes by it will have sent to each any distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the 40-day restricted period referred to in Rule 903(c)(3) under the Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: "The Securities Series A Notes covered hereby have not been registered under the U.S. Securities Act of 1933 1933, as amended (the "Securities ActSECURITIES ACT") ), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their the distribution by the Initial Purchasers at any time or (ii) otherwise prior to until 40 days after the closing later of the offeringcommencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A, if available) under 144A or to Accredited Investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by the Initial Purchasers of the Series A Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meaning given meanings assigned to them by in Regulation SS."; and (vii) it Such Initial Purchaser agrees that the Series A Notes offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903(c)(3) of the Act and only upon certification of beneficial ownership of such Series A Notes by non-U.S. persons or U.S. persons who purchased such Series A Notes in transactions that were exempt from the registration requirements of the Act. (j) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, and will not offer or sell any such Securities Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the Notes, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities Notes in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue the issuance of Securities the Notes to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(ExemptionsAdvertisements) (Exemptions) Order 1996 (as amended) or is a person to whom such the document may otherwise lawfully be issued or passed on. (k) Such Initial Purchaser agrees that it will not offer, sell or deliver any of the Notes in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Notes in such jurisdictions. Such Initial Purchaser understands that no action has been taken to permit a public offering in any jurisdiction outside the United States where action would be required for such purpose. (l) Such Initial Purchaser also understands that the Issuers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant hereto, counsel to the Issuers and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and the Initial Purchasers hereby consent to such reliance. Terms used in this Section 2 and not otherwise defined in this Agreement 7 that have the meanings given assigned to them by in Regulation S.S are used herein as so defined.

Representations and Warranties of the Initial Purchasers. Each of the Initial Purchaser hereby Purchasers severally makes and not jointly, represents, warrants and covenants to the Company the following representations and agreementsagrees that: (a) Such Initial Purchaser is an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Act) with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Initial Notes. (b) Such Initial Purchaser (i) it is not acquiring the Initial Notes with a "qualified institutional buyer" within view to any distribution thereof that would violate the meaning Act or the securities laws of Rule 144A under any state of the Securities Act; and United States or any other applicable jurisdiction and (ii) will be reoffering and reselling the Initial Notes only to QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A and in offshore transactions in reliance upon Regulation S under the Act. (Ac) it will not solicit offers for, or offer to sell, the Securities by any No form of general solicitation or general advertising (as those terms are used in within the meaning of Regulation D under the Securities Act Act) has been or will be used by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Initial Notes, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. ("REGULATION D")d) and (B) Such Initial Purchaser agrees that, in connection with the Exempt Resales, it will solicit offers for to buy the Securities Initial Notes only from, and will offer to sell the Securities Initial Notes only to, persons who Eligible Purchasers. Such Initial Purchaser further (i) agrees that it will offer to sell the Initial Notes only to, and will solicit offers to buy the Initial Notes only from (A) Eligible Purchasers that the Initial Purchaser reasonably believes to be are QIBs, and (xB) Reg S Investors, (ii) acknowledges and agrees that, in the case of offers inside such QIBs and such Reg S Investors, that such Initial Notes will not have been registered under the United StatesAct and may be resold, "qualified institutional buyers" within pledged or otherwise transferred only (A)(1) to a person whom the meaning seller reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A 144A, (2) in an offshore transaction (as defined in Rule 902 under the Securities Act and Act) meeting the requirements of Rule 904 under the Act, (y3) in a transaction meeting the case requirements of offers outside Rule 144 under the United StatesAct, (4) to persons other than U.S. persons an institutional “accredited investor” ("FOREIGN PURCHASERS"as defined in Rule 501(a)(1), which term shall include dealers (2), (3) or other professional fiduciaries in (7) of the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)Act) that, prior to such transfer, furnishes the Trustee a signed letter containing certain representations and agreements (the form of which can be obtained from the Trustee) and, if such transfer is in respect of an aggregate principal amount of Initial Notes less than $250,000, an opinion of counsel acceptable to the Company that such transfer is in compliance with the Act or (5) in accordance with another exemption from the registration requirements of the Act (and based upon an opinion of counsel, if the Company so requests), (B) to the Company or any of its subsidiaries, (C) pursuant to an effective registration statement under the Act and, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees accordance with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering any applicable securities laws of the Securities, or possession or distribution any state of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or any other applicable jurisdiction and (iii) acknowledges that it will, and each subsequent holder is required to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements notify any purchaser of the Securities Act;security evidenced thereby of the resale restrictions set forth in (ii) above. (ive) it has offered the Securities Such Initial Purchaser and will offer and sell the Securities (x) as part of its distribution at affiliates or any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons person acting on its or their behalf has have not engaged or will not engage in any directed selling efforts (within the meaning of Regulation S) S with respect to the Securities, Initial Notes. (f) The Initial Notes offered and sold by such Initial Purchaser, its Affiliates and any such persons Purchaser pursuant hereto in reliance on Regulation S have complied been and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons only in offshore transactions. (ig) as The sale of Initial Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S is not part of their distribution at any time a plan or (ii) otherwise prior scheme to 40 days after evade the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable registration provisions of the Financial Services Xxx 0000 with respect Act. The Initial Purchasers acknowledge that the Company and, for purposes of the opinions to anything done by it in relation be delivered to the Securities inInitial Purchasers pursuant to Section 10 hereof, from or otherwise involving counsel for the United Kingdom, Company and (iii) it has only issued or passed on counsel for the Initial Purchasers will rely upon the accuracy and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) truth of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person foregoing representations and hereby consents to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.reliance.

Representations and Warranties of the Initial Purchasers. Each -------------------------------------------------------- Initial Purchaser proposes to offer the Securities for resale only to certain investors (as further described in subparagraph (a) of this Paragraph 4) upon the terms and conditions set forth in this Agreement and each Memorandum at a purchase price initially equal to 100% of their face amount and each Initial Purchaser hereby severally makes to represents and warrants to, and agrees with the Company the following representations and agreementsCompany, that: (ia) it Such Initial Purchaser is a an institutional "accredited investor" (as defined in 501(a)(1), (2), (3) or (7) under the Securities Act) and will offer or sell the Securities only to persons who the Initial Purchaser reasonably believes are "qualified institutional buyerbuyers" ("QIBs") within ---- the meaning of Rule 144A under the Securities Act in transactions meeting the requirements of Rule 144A and to a limited number of institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that, prior to their purchase of the Securities, deliver to such Initial Purchaser a letter containing the representations and agreements set forth in Exhibit A hereto; and--------- (iib) (A) it Such Initial Purchaser has not and will not solicit offers for, offer or offer to sell, sell the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")) and (B) it will solicit offers for the Securities only fromadvertising, and will offer the Securities only to, persons who it reasonably believes to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have including but not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject limited to, the registration requirements of methods described in Rule 502(c) under the Securities Act; (ivc) it has offered Such Initial Purchaser agrees that, prior to or simultaneously with the Securities and will offer and sell the Securities (x) as part confirmation of its distribution at sale to any time and (y) otherwise until 40 days after the later purchaser of the commencement of the offering any of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither purchased by such Initial PurchaserPurchaser from the Issuers pursuant hereto, nor provided that the Issuers have complied with their obligations under Section 6(a) hereof, such Initial Purchaser shall furnish to that purchaser a copy of the Final Offering Memorandum (and any of its Affiliates, nor any persons acting on its behalf has engaged amendment thereof or will engage in any directed selling efforts (within supplement thereto that the meaning of Regulation S) with respect Issuers shall have furnished to such Initial Purchaser prior to the Securities, and date of such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"sale); and (vid) it agrees Such Initial Purchaser understands that (i) it has not offered or sold Securities the Issuers, and, prior for purposes of the opinions to six months after be delivered to the issue date of such SecuritiesInitial Purchasers pursuant to Section 7 hereof, Duane, Morris & Heckscher, counsel to the Issuers, and Milbank, Tweed, Xxxxxx & XxXxxx, counsel to the Initial Purchasers, will not offer or sell any such Securities to persons in rely upon the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted accuracy and will not result in an offer to the public in the United Kingdom within the meaning truth of the Public Offers of Securities Regulations 1995, (ii) it has complied foregoing representations and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect such Initial Purchaser hereby consents to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.reliance.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser Purchaser, severally and not jointly, hereby severally makes to represents and warrants to, and agrees with the Company the following representations and agreements: that: each Initial Purchaser (i) it is a "qualified institutional buyer" within QIB with such knowledge and experience in financial and business matters as are necessary to evaluate the meaning merits and risks of Rule 144A under an investment in the Securities ActSecurities; and (ii) is not acquiring the Securities with a view to any distribution thereof that would violate the Securities Act or the securities or blue sky laws of any state or country, (Aiii) has received all information it considers necessary to evaluate the merits and risks of an investment in the Securities, (iv) has not and will not solicit offers for, or offer to sell, the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D within the meaning of Rule 502(c) under the Securities Act ("REGULATION D")Act, or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (Bv) it has and will solicit offers for the Securities only from, and will offer offer, sell or deliver the Securities Securities, as part of their initial offering, only to, (A) to persons who it in the United States whom the Initial Purchasers reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A or (xB) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, offshore transactions to persons other than non-U.S. persons ("FOREIGN PURCHASERS"in reliance on Regulation S. Each Initial Purchaser, which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatseverally and not jointly, in each casehereby represents and warrants to, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been such Initial Purchaser and its affiliates or any person acting on its or their behalf have not engaged or will be taken by not engage in any directed selling efforts within the Company that would permit a public offering meaning of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating Regulation S with respect to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it the Securities offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S have been and will comply with all applicable laws be offered and regulations sold only in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expenseoffshore transactions; (iii) it understands that the sale of the Securities have offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S is not been part of a plan or scheme to evade the registration provisions of the Securities Act; (iv) such Initial Purchaser has not offered or sold and will not be registered under offer or sell the Securities Act and may not be offered or sold within in the United States or to, or for the benefit or account or benefit of, a U.S. persons except Person (other than a distributor), in accordance with each case, as defined in Rule 144A 902 under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (xa) as part of its distribution at any time and (yb) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date (as defined herein)Date, only other than in accordance with Rule 903 Regulation S of Regulation S. Accordingly, neither such Initial Purchaser, nor any the Securities Act or another exemption from the registration requirements of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation SSecurities Act; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 has (the "Securities Act"A) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to the date six months after the issue date of such SecuritiesClosing Date, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, ; (iiB) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 Act 1986 with respect to anything done by it in relation to the Securities xxx Xxxxrities in, from or otherwise involving the United Kingdom, and (iiiC) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an the issue of the Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 Act of 1986 (Investment Advertisements)(ExemptionsAdvertisements) (Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on; (vi) at or prior to confirmation of a sale of Securities by such Initial Purchaser pursuant hereto in reliance on Regulation S to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903(b)(2) under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: 10 "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act or Rule 144A in transactions that are exempt from the registration requirements of the Securities Act, and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used in this Section 2 and not otherwise defined in this Agreement above have the meanings given assigned to them by in Regulation S." The Initial Purchasers (i) acknowledge that the Company and, for purposes of the opinions to be delivered to each Initial Purchaser pursuant hereto, counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and (ii) hereby consent to such reliance.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser Purchaser, severally and not jointly, hereby severally makes to represents and warrants to, and agrees with the Company the following representations and agreements: that: such Initial Purchaser (i) it is a "qualified an institutional buyer" within “accredited investor” (as defined in Regulation D) with such knowledge and experience in financial and business matters as are necessary to evaluate the meaning merits and risks of Rule 144A under an investment in the Securities ActSecurities; and (ii) is not acquiring the Securities with a view to any distribution thereof that would violate the Securities Act or the securities or blue sky laws of any state or country, (Aiii) has received all information it considers necessary to evaluate the merits and risks of an investment in the Securities, (iv) has not and will not solicit offers for, or offer to sell, the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D within the meaning of Rule 502(c) under the Securities Act ("REGULATION D")Act, or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (Bv) it has and will solicit offers for the Securities only from, and will offer offer, sell or deliver the Securities Securities, as part of their initial offering, only to, (A) to persons who it in the United States such Initial Purchaser reasonably believes to be QIBs to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A or (xB) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, offshore transactions to persons other than non-U.S. persons ("FOREIGN PURCHASERS"in reliance on Regulation S. Each Initial Purchaser, which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatseverally and not jointly, in each casehereby represents and warrants to, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been such Initial Purchaser and its affiliates or any person acting on its or their behalf have not engaged or will be taken by not engage in any directed selling efforts within the Company that would permit a public offering meaning of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating Regulation S with respect to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it the Securities offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S have been and will comply with all applicable laws be offered and regulations sold only in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expenseoffshore transactions; (iii) it understands that the sale of the Securities have offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S is not been part of a plan or scheme to evade the registration provisions of the Securities Act; (iv) such Initial Purchaser has not offered or sold and will not be registered under offer or sell the Securities Act and may not be offered or sold within in the United States or to, or for the benefit or account or benefit of, a U.S. persons except Person (other than a distributor), in accordance with each case, as defined in Rule 144A 902 under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (xa) as part of its distribution at any time and (yb) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date (as defined herein)Date, only other than in accordance with Rule 903 Regulation S of Regulation S. Accordingly, neither such Initial Purchaser, nor any the Securities Act or another exemption from the registration requirements of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation SSecurities Act; (v) it agrees that, at or prior to confirmation of sales a sale of the Securities, it will have sent Securities by such Initial Purchaser pursuant hereto in reliance on Regulation S to each any distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the 40-day restricted period referred to in Rule 903(b)(2) under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: "“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 1933, as amended (the "“Securities Act") ”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their your distribution at any time or (ii) otherwise prior to until 40 days after the closing later of the offeringcommencement of the Offering and the Closing Date, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act or Rule 144A in transactions that are exempt from the registration requirements of the Securities Act, and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meaning given meanings assigned to them by in Regulation S"; andS.” (vi) it agrees that has (iA) it has not offered or sold Securities and, prior to the date six months after the issue date of such SecuritiesClosing Date, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (iiB) only communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”)) received by it has in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company, and (C) complied and will comply with all applicable provisions of the Financial Services Xxx 0000 FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; The Initial Purchasers (i) acknowledge that the Company and, for purposes of the opinions to be delivered to each Initial Purchaser pursuant hereto, counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and (iiiii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities hereby consent to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.reliance.

Representations and Warranties of the Initial Purchasers. Each of the Initial Purchaser hereby Purchasers, severally makes and not jointly, represents, warrants and covenants to the Company the following representations and agreementsagrees that: (ia) it Such Initial Purchaser is a "qualified institutional buyer" within QIB, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the meaning merits and risks of Rule 144A under an investment in the Securities Act; andNotes. (iib) Such Initial Purchaser (A) it will is not solicit offers for, or offer acquiring the Notes with a view to sell, any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction and (B) will be reoffering and reselling the Notes only to QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by any Rule 144A and non-US persons outside the United States to whom such Initial Purchaser reasonably believes offers and sales of the Notes may be made in reliance upon, and in accordance with, Regulation S, in each case upon the terms and conditions set forth in this agreement and the Offering Memorandum. (c) No form of general solicitation or general advertising (as those terms are used in within the meaning of Regulation D under the Securities Act ("REGULATION D")Act) and (B) it will solicit offers for the Securities only from, and will offer the Securities only to, persons who it reasonably believes to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been or will be taken used by such Initial Purchaser or any of its representatives in connection with the Company that would permit a public offering offer and sale of any of the SecuritiesNotes, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or possession similar medium or distribution of the Offering Memorandum broadcast over television or radio, or any other offering seminar or publicity material relating to the Securities, in meeting whose attendees have been invited by any country general solicitation or jurisdiction where action for that purpose is required;general advertising. (iid) Such Initial Purchaser agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells has not offered or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been sold and will not be registered under offer or sell the Securities Act and may not be offered or sold within Notes in the United States or to, or for the benefit or account or benefit of, a U.S. persons except Person (other than a distributor), in accordance with each case, as defined in Rule 144A 902 under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (xi) as part of its distribution at any time and (yii) otherwise until 40 days after the later of the commencement of the offering of the Securities Notes pursuant hereto and the Closing Date (as defined herein)Date, only other than in accordance with Rule 903 Regulation S of Regulation S. Accordinglythe Act or another exemption from the registration requirements of the Act. Such Initial Purchaser agrees that, neither during such Initial Purchaser40-day distribution compliance period, nor it will not cause any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) advertisement with respect to the Securities, and such Initial Purchaser, its Affiliates and Notes (including any such persons have complied "tombstone" advertisement) to be published in any newspaper or periodical or posted in any public place and will comply with not issue any circular relating to the offering restrictions requirement of Initial Notes, except such advertisements as permitted by and include the statements required by Regulation S;S. (ve) it Each Initial Purchaser agrees that, that at or prior to confirmation of all sales of the SecuritiesSecurities pursuant to Regulation S, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period Restricted Period a confirmation or notice substantially to substantially the following effect: "The Securities Notes covered hereby and the guarantees thereof have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to until 40 days after the closing later of the offeringcommencement of the offering or the closing date, except in either case in accordance with Regulation S (or Rule 144A, 144A if available) available under the Securities Act. Terms used above have the meaning given meanings assigned to them by in Regulation SS."; and (vif) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning The sales of the Public Offers Securities pursuant to Regulation S are "offshore transactions" and are not part of Securities Regulations 1995, (ii) it has complied and will comply with all applicable a plan or scheme to evade the registration provisions of the Financial Services Xxx 0000 with respect Securities Act. (g) Such Initial Purchaser understands that the Company, for purposes of the opinions to anything done by it in relation be delivered to the Securities inInitial Purchasers pursuant to Section 8 hereof, from or otherwise involving counsel for the United Kingdom, Company and (iii) it has only issued or passed on Holdings counsel for the Initial Purchasers will rely upon the accuracy and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) truth of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person foregoing representations and hereby consents to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.reliance.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser hereby Purchaser, severally makes and not jointly, represents and warrants to the Company the following representations and agreementsas follows: (a) Such Initial Purchaser is either a QIB or an Accredited Institution, in either case with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) Such Initial Purchaser (i) is not acquiring the Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Series A Notes in a transaction that would violate the Act or the securities laws of any State of the United States or any other applicable jurisdiction, (ii) will be reoffering and reselling the Series A Notes only to QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A and to a limited number of Accredited Institutions that execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Offering Documents and (iii) has not solicited and, unless and until the Series A Notes are registered under the Act, will not solicit any offer to buy or offer to sell the Series A Notes by means of any form of general solicitation or general advertising (as such terms are defined in Regulation D under the Act) or in any manner involving a public offering within the meaning of the Act. (c) Such Initial Purchaser also understands that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant hereto, counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and the Initial Purchasers hereby consent to such reliance. (d) Such Initial Purchaser further agrees that, in connection with the Exempt Resales, it will solicit offers to buy the Series A Notes only from, and will offer to sell the Series A Notes only to, the Eligible Purchasers. Such Initial Purchaser further agrees that it will offer to sell the Series A Notes only to, and will solicit offers to buy the Series A Notes only from, persons who in purchasing such Series A Notes will be deemed to have represented and agreed (1) if such Eligible Purchaser is a QIB, that it is purchasing the Series A Notes for its own account or an account with respect to which it exercises sole investment discretion and that its or such accounts are QIBs, (2) that such Series A Notes will not have been registered under the Act and may be resold, pledged or otherwise transferred, only (A) (I) inside the United States to a person who the seller reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and Act in a transaction meeting the requirements of Rule 144A, (iiII) (A) it will not solicit offers for, or offer to sell, in a transaction meeting the Securities by any form requirements of general solicitation or general advertising (as those terms are used in Regulation D Rule 144 under the Securities Act, (III) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Act or (IV) in accordance with another exemption from the registration requirements of the Act ("REGULATION D"and based upon an opinion of counsel if the Company so requests)) and , (B) it will solicit offers for to the Securities only from, and will offer the Securities only to, persons who it reasonably believes Company or (C) pursuant to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A an effective registration statement under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatAct, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside accordance with any applicable securities laws of any State of the United StatesStates or any other applicable jurisdiction, as described and (3) that the holder will, and each subsequent holder is required to, notify any purchaser from it of the security evidenced thereby of the resale restrictions set forth in clause (ii)(B)(y2) above. Accordingly, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securitiesneither it, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Rule 901(b) of Regulation S) S with respect to the SecuritiesNotes, and such Initial Purchaserit, its Affiliates affiliates and any such all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement requirements of Regulation S;S. (ve) it Such Initial Purchaser represents and agrees that the Notes offered and sold in reliance on Regulation S have been and will be offered and sold only in offshore transactions and that such securities have been and will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the restricted period (as defined in Regulation S) (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note (as defined in the Indenture), as contemplated by the Indenture) and only upon certification of beneficial ownership of the securities by a non-U.S. person or a U.S. person who purchased such securities in a transaction that was exempt from the registration requirements of the Act. (f) Such Initial Purchaser agrees that, at or prior to confirmation of sales a sale of the SecuritiesNotes (other than a sale pursuant to Rule 144A, to Accredited Institutions in accordance with Section 3(a)(ii) of this Agreement or pursuant to Paragraph (i) of this Section 7), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities Notes from it during the restricted period Restricted Period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to until 40 days after the closing later of the offeringcommencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A, 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation SS."; and (vig) Such Initial Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Notes, except with its affiliates or with the prior written consent of the Company. (h) Notwithstanding the foregoing, Notes in registered form may be offered, sold and delivered by such Initial Purchaser in the United States and to U.S. persons pursuant to Section 3 of this Agreement without delivery of the written statement required by paragraph (f) of this Section 7. (i) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, and will not offer or sell any such Securities Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the Notes, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities Notes in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue the issuance of Securities the Notes to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(ExemptionsAdvertisements) (Exemptions) Order 1996 (as amended) or is a person to whom such the document may otherwise lawfully be issued or passed on. (j) Such Initial Purchaser agrees that it will not offer, sell or deliver any of the Notes in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Notes in such jurisdictions. Such Initial Purchaser understands that no action has been taken to permit a public offering in any jurisdiction outside the United States where action would be required for such purpose. (k) Such Initial Purchaser agrees not to cause any advertisement of the Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Notes, except such advertisements that include the statements required by Regulation S. (l) The sale of the Series A Notes in offshore transactions pursuant to Regulation S is not part of a plan or scheme to evade the registration provisions of the Act. Terms used in this Section 2 and not otherwise defined in this Agreement 7 that have the meanings given assigned to them by in Regulation S.S are used herein as so defined.

Representations and Warranties of the Initial Purchasers. Each The Initial Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Final Memorandum, and each Initial Purchaser hereby severally makes represents and warrants to and agrees with the Company the following representations and agreementsthat: (ia) It will offer and sell the Notes only to persons whom it is a "reasonably believes are “qualified institutional buyer" buyers” (“QIBs”) within the meaning of Rule 144A under in transactions meeting the Securities Act; and (ii) (A) it will not solicit offers for, or offer to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")) and (B) it will solicit offers for the Securities only from, and will offer the Securities only to, persons who it reasonably believes to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning requirements of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each casepurchasing such Notes, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering MemorandumFinal Memorandum under the caption “Notice to Investors”; (b) It is a QIB within the meaning of Rule 144A; (c) It has not and will not, directly or indirectly, solicit offers for, or offer or sell, the Notes by any form of general solicitation, general advertising (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (d) With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it It understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the SecuritiesNotes, or possession or distribution of the Offering either Memorandum or any other offering or publicity material relating to the SecuritiesNotes, in any country or jurisdiction where action for that purpose is required;; and (ii) it will comply with all applicable laws The offer and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes sale of the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;144A. (iviii) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S;It has: (v1) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to the date six months after the issue date of such Securitiesissue of the Notes, will not offer or sell any such Securities Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, ; (ii2) only communicated or caused to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act of 2000) (the “FSMA”) received by it has in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuer; and (3) complied and will comply with all applicable provisions of the Financial Services Xxx 0000 FSMA with respect to anything done by it in relation to the Securities Notes and the Shares issuable upon conversions of the Notes in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S..

Representations and Warranties of the Initial Purchasers. The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Pricing Disclosure Package and the Offering Memorandum. Each Initial Purchaser hereby Purchaser, severally makes and not jointly, represents and warrants to the Company as of the following representations date hereof, as of the Applicable Time, and agreementsas of the Closing Date referred to in Section 2(c) hereof, and agrees with the Company, as follows that: (i) it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and buyer (iia “QIB”) (A) it will not solicit offers for, or offer to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")) and (B) it will solicit offers for the Securities only from, and will offer the Securities only to, persons who it reasonably believes to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act (“Rule 144A”) and (yan accredited investor within the meaning of Rule 501(a) under the Securities Act with such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it neither it, nor any person acting on its behalf, has solicited offers for, or offered or sold, and neither it, nor any person acting on its behalf, will comply with all applicable laws and regulations solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in each jurisdiction any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, other than by means of a Permitted General Solicitation (as defined in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense;Section 3(t) below); and (iii) it understands that the Securities have has not been solicited offers for, or offered or sold, and will not be registered under solicit offers for, or offer or sell, the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after of securities in connection with the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom Offering except to persons whose ordinary activities involve them whom it reasonably believes to be QIBs in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted transactions pursuant to Rule 144A and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities each such sale, it has taken or will take reasonable steps to a person who is of a kind described in Article 11(3) ensure that the purchaser of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or Securities is a person to whom aware that such document may otherwise lawfully be issued or passed on. Terms used sale is being made in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.reliance on Rule 144A.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser hereby Purchaser, severally makes and not jointly, represents and warrants as follows: (a) It is a QIB or an Accredited Institution with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) It (i) is not acquiring the Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Series A Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction and (ii) will be reoffering and reselling the Series A Notes only to QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A and to a limited number of Accredited Institutions that execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Offering Documents and pursuant to offers and sales that occur outside the United States in compliance with Regulation S. (c) It understands that the Company and the Guarantor, and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 9(e), (f), (g), (h) and (i) hereof, counsel to the Company and counsel to the following Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and agreements:the Initial Purchasers hereby consent to such reliance. (id) it is a "qualified institutional buyer" within Each of the meaning of Rule 144A under Initial Purchasers agrees that, in connection with the Securities Act; and (ii) (A) it will not solicit offers forExempt Resales, or offer to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")) and (B) it each Initial Purchaser will solicit offers for to buy the Securities Series A Notes only from, and will offer to sell the Securities Series A Notes only to, the Eligible Purchasers. Each of the Initial Purchasers further agrees that it will offer to sell the Series A Notes only to, and will solicit offers to buy the Series A Notes only from, persons who in purchasing such Series A Notes will be deemed to have represented and agreed (1) if such Eligible Purchaser is a QIB, that it reasonably believes is purchasing the Series A Notes for its own account or an account with respect to which it exercises sole investment discretion and that it or such accounts are QIBs, (2) that such Series A Notes will not have been registered under the Securities Act and may be resold, pledged or otherwise transferred, only (xA) in the case of offers (I) inside the United States, "qualified institutional buyers" States to a person who the seller reasonably believes is a QIB within the meaning of Rule 144A under the Securities Act and in a transaction meeting the requirements of Rule 144A, (yII) in a transaction meeting the case requirements of offers Rule 144 under the Securities Act, (III) outside the United StatesStates to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act or (IV) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests), (B) to persons other than U.S. persons the Company or the Guarantor or ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in C) pursuant to an effective registration statement under the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatSecurities Act, in each case, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees accordance with the Company that: (i) it understands that no action has been or will be taken by the Company that would permit a public offering any applicable securities laws of the Securities, or possession or distribution any State of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or any other applicable jurisdiction, and (3) that the holder will, and each subsequent holder is required to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements notify any purchaser from it of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later Series A Note evidenced thereby of the commencement resale restrictions set forth in (2) above. Accordingly, each of the offering of the Securities and the Closing Date (as defined herein)Initial Purchasers agrees that neither it, only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Rule 901(b) of Regulation S) S with respect to the SecuritiesNotes, and such Initial Purchaserit, its Affiliates affiliates and any such all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement requirements of Regulation S;S. (ve) it Each of the Initial Purchasers represents and agrees that the Notes offered and sold in reliance on Regulation S have been and will be offered and sold only in offshore transactions and that such securities have been and will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the restricted period (as defined in Regulation S) (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note (as defined in the Indenture), as contemplated by the Indenture) and only upon certification of beneficial ownership of the securities by a non-U.S. person or a U.S. person who purchased such securities in a transaction that was exempt from the registration requirements of the Securities Act. (f) Each of the Initial Purchasers agrees that, at or prior to confirmation of sales a sale of the SecuritiesNotes (other than a sale pursuant to Rule 144A, to Accredited Institutions in accordance with Section 3 of this Agreement or pursuant to paragraph (i) of this Section 7), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities Notes from it during the restricted period Restricted Period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to until 40 days after the closing later of the offeringcommencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A, 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation SS."; and (vig) Each of the Initial Purchasers further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Notes, except with its affiliates or with the prior written consent of the Company. (h) Notwithstanding the foregoing, Notes in registered form may be offered, sold and delivered by the Initial Purchasers in the United States and to U.S. persons pursuant to Section 3 of this Agreement without delivery of the written statement required by paragraph (f) of this Section 7. (i) Each of the Initial Purchasers further represents and agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, and will not offer or sell any such Securities Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the Notes, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities Notes in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue the issuance of Securities the Notes to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(ExemptionsAdvertisements) (Exemptions) Order 1996 (as amended) or is a person to whom such the document may otherwise lawfully be issued or passed on. (j) Each of the Initial Purchasers agrees that it will not offer, sell or deliver any of the Notes in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Notes in such jurisdictions. Each of the Initial Purchasers understands that no action has been taken to permit a public offering in any jurisdiction outside the United States where action would be required for such purpose. (k) Each of the Initial Purchasers agrees not to cause any advertisement of the Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Notes, without the prior approval of the Company. (l) The sale of the Series A Notes in offshore transactions pursuant to Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used in this Section 2 and not otherwise defined in this Agreement 7 that have the meanings given assigned to them by in Regulation S.S are used herein as so defined.

Representations and Warranties of the Initial Purchasers. Each The Initial Purchaser Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Memorandum, and each of the Initial Purchasers hereby severally makes represents and warrants to and agrees with the Company the following representations and agreementsthat: (a) It will offer and sell the Notes only: (i) to persons that it is a reasonably believes are "qualified institutional buyerbuyers" ("QIBs") within the meaning of Rule 144A under in transactions meeting the Securities Act; and conditions of Rule 144A and (ii) (A) it will not solicit offers for, or offer to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("REGULATION D")) and (B) it will solicit offers for the Securities only from, and will offer the Securities only to, persons who it reasonably believes to be (x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, States to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries as defined in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)Regulation S) in compliance with Regulation S and that, in each case, in purchasing the Securities such Notes, are deemed to have represented and agreed as provided in the Offering MemorandumMemorandum under the caption "Notice to Investors"; (b) It is a QIB within the meaning of Rule 144A; (c) It has not and will not directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes by any form of general solicitation, general advertising (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (d) With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it It understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the SecuritiesNotes, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the SecuritiesNotes, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or Regulation S or pursuant to an another exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act;; and (iviii) it It has offered the Securities Notes and will offer and sell the Securities Notes (xA) as part of its their distribution at any time and (yB) otherwise until 40 days one year after the later of the commencement of the offering of the Securities and the Closing Date time of purchase (as defined hereinor the additional time of purchase, if later) (the "Distribution Compliance Period"), only in accordance with Rule 903 of Regulation S. AccordinglyS or as otherwise permitted in this Section 4; accordingly, neither such Initial Purchaserit, nor any of its Affiliates, Affiliates nor any persons acting on its or their behalf has have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the SecuritiesNotes, and such Initial Purchaserit, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement requirements of Regulation S, including, during the Distribution Compliance Period: (1) no such offer or sale will be made to a U.S. person or for the account or benefit of a U.S. person (other than the Initial Purchasers); (v2) it agrees thatwill not engage in hedging transactions involving the Notes or the Shares unless in compliance with the Securities Act and will include in any information provided to publishers of publicly available databases a statement that the Notes are subject to restrictions under Regulation S and Rule 144A; and (3) it, at its Affiliates and any person acting on its or prior their behalf, if selling Notes to confirmation of sales of the Securities, it will have sent to each distributor, a dealer or a person receiving a selling concession, fee or other remuneration that purchases Securities from it during in respect of the restricted period Notes, will send a confirmation or other notice to substantially the following effect: "The Securities covered hereby have not been registered under purchaser stating that the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer purchaser is subject to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied same restrictions on offers and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (sales as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used set forth in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.4.

Representations and Warranties of the Initial Purchasers. Each Initial Purchaser Purchaser, severally and not jointly, hereby severally makes to represents and warrants to, and agrees with the Company the following representations and agreements: that: such Initial Purchaser (i) it is a an institutional "qualified institutional buyeraccredited investor" within (as defined in Regulation D) with such knowledge and experience in financial and business matters as are necessary to evaluate the meaning merits and risks of Rule 144A under an investment in the Securities ActSecurities; and (ii) is not acquiring the Securities with a view to any distribution thereof that would violate the Securities Act or the securities or blue sky laws of any state or country, (Aiii) has received all information it considers necessary to evaluate the merits and risks of an investment in the Securities, (iv) has not and will not solicit offers for, or offer to sell, the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D within the meaning of Rule 502(c) under the Securities Act ("REGULATION D")Act, or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (Bv) it has and will solicit offers for the Securities only from, and will offer offer, sell or deliver the Securities Securities, as part of their initial offering, only to, (A) to persons who it in the United States such Initial Purchaser reasonably believes to be QIBs to whom notice has been given that such sale or delivery is being in reliance on Rule 144A or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A or (xB) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, offshore transactions to persons other than non-U.S. persons ("FOREIGN PURCHASERS"in reliance on Regulation S. Each Initial Purchaser, which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) thatseverally and not jointly, in each casehereby represents and warrants to, in purchasing the Securities are deemed to have represented and agreed as provided in the Offering Memorandum; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been such Initial Purchaser and its affiliates or any person acting on its or their behalf have not engaged or will be taken by not engage in any directed selling efforts within the Company that would permit a public offering meaning of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating Regulation S with respect to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells such Initial Purchaser has not offered or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that the Securities have not been sold and will not be registered under offer or sell the Securities Act and may not be offered or sold within in the United States or to, or for the benefit or account or benefit of, a U.S. persons except Person (other than a distributor), in accordance with each case, as defined in Rule 144A 902 under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (xa) as part of its distribution at any time and (yb) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date (as defined herein)Date, only other than in accordance with Rule 903 Regulation S of Regulation S. Accordingly, neither such Initial Purchaser, nor any the Securities Act or another exemption from the registration requirements of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation SSecurities Act; (viii) it agrees that, at or prior to confirmation of sales a sale of the Securities, it will have sent Securities by such Initial Purchaser pursuant hereto in reliance on Regulation S to each any distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the 40-day restricted period referred to in Rule 903(b)(2) under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 1933, as amended (the "Securities Act") ), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their your distribution at any time or (ii) otherwise prior to until 40 days after the closing later of the offeringcommencement of the Offering and the Closing Date, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act or Rule 144A in transactions that are exempt from the registration requirements of the Securities Act, and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meaning given meanings assigned to them by in Regulation SS."; and (vi) it agrees that (iiv) it has (A) not offered or sold Securities and, prior to the date six months after the issue date of such SecuritiesClosing Date, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (iiB) only communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it has in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company, and (C) complied and will comply with all applicable provisions of the Financial Services Xxx 0000 FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; (i) acknowledge that the Company and, for purposes of the opinions to be delivered to each Initial Purchaser pursuant hereto, counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and (iiiii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities hereby consent to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.reliance.

Representations and Warranties of the Initial Purchasers. (a) Each of the Initial Purchaser hereby severally makes Purchasers agrees (as to itself only) with the Company and the following representations and agreements: Guarantors that (i) it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and (ii) (A) it has not solicited and will not solicit offers for, or offer to or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under D) or in any manner involving a public offering within the Securities Act ("REGULATION D")meaning of Section 4(2) of the Act; and (Bii) it has solicited and will solicit offers for the Securities only from, and will offer the Securities only to, persons who it reasonably believes to be (xA) in the case of offers inside the United States, "persons whom the Initial Purchasers reasonably believe to be qualified institutional buyers" within the meaning of buyers as defined in Rule 144A promulgated under the Securities Act ("QIBs") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (yB) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign non-U.S. beneficial owners (other than an estate or trust)) ); provided, however, that, in each casethe case of this clause (B), in purchasing the such Securities such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors" contained in the Offering Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum; With ). (b) Each of the Initial Purchasers represents and warrants (as to itself only) with respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: States that (i) it understands that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (ii) it and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering any Memorandum or any such other material, in all cases at its own expense; ; (iiiii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act Regulation S or pursuant to an exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act; ; and (iviii) it has offered the Securities and will offer and sell the Securities (xA) as part of its distribution at any time and (yB) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein)Date, only in accordance with Rule 903 of Regulation S. AccordinglyS and, accordingly, neither such Initial Purchaser, nor any of its Affiliates, it nor any persons acting on its behalf has have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S;S. (vc) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") Each Initial Purchaser represents and may not be offered and sold within the United States or warrants to, or for and agrees with, the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation SCompany that it is a "; and (vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom qualified institutional buyer" within the meaning of Rule 144A under the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed onAct. Terms used in this Section 2 8 and not otherwise defined in this Agreement have the meanings given to them by in Regulation S.

Representations and Warranties of the Initial Purchasers. Each of the Initial Purchaser hereby severally makes Purchasers severally, but not jointly, represents and warrants to the Company the following representations and agreementsHMC that: (a) Such Initial Purchaser is a QIB, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Units. (b) Such Initial Purchaser (i) it is not acquiring the Units with a "qualified institutional buyer" view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction and (ii) will be reoffering and reselling the Units only to (A) QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A and (B) non-U.S. persons in offers and sales that occur outside the United States within the meaning of Rule 144A Regulation S under the Securities Act; and. (iic) (A) it will not solicit offers for, or offer to sell, the Securities by any No form of general solicitation or general advertising (as those terms are has been or will be used in Regulation D under the Securities Act United States by such Initial Purchaser or any of its representatives in connection with the Exempt Resales, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. ("REGULATION D")d) and (B) Such Initial Purchaser agrees that, in connection with the Exempt Resales, it will solicit offers for to buy the Securities Units only from, and will offer to sell the Securities Units only to Eligible Purchasers. Such Initial Purchaser further agrees that it will offer to sell the Units only to, persons who it reasonably believes and will solicit offers to be buy the Units only from Eligible Purchasers (xi) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (y) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASERS", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, that in purchasing the Securities are such Units will be deemed to have represented and agreed as provided in that they are purchasing the Offering Memorandum; With Units for their own accounts or accounts with respect to offers which they exercise sole investment discretion and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that: (i) it understands that no action has been they or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; such accounts are Eligible Purchasers; (ii) it that acknowledge and agree that such Units will comply with all applicable laws not have been registered under the Act; and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense; (iii) it understands that agree (A) to offer, sell, pledge or otherwise transfer such Units only (1) to the Securities have not Company, (2) pursuant to a registration statement which has been and will not be registered declared effective under the Securities Act and may not be offered or sold within Act, (3) to a person they reasonably believe is a QIB in a transaction meeting the United States or to, or for the account or benefit of, U.S. persons except in accordance with requirements of Rule 144A under of the Securities Act or Act, (4) pursuant to an exemption from, or offer and sale to a Regulation S Investor in a transaction not subject to, meeting the registration requirements of the Securities Act; (iv) it has offered the Securities and will offer and sell the Securities (x) as part Rule 904 of its distribution at any time and (y) otherwise until 40 days after the later Regulation S of the commencement of the offering of the Securities and the Closing Date Act, (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts 5) to an IAI that (within the meaning of Regulation SA) with respect to the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and (vi) it agrees that (i) it has not offered or sold Securities andSeries A Notes, prior to six months after such transfer, furnishes to the issue date Trustee a signed letter containing certain representations and agreements relating to the transfer of such SecuritiesSeries A Notes (the form of which letter can be obtained from the Trustee), will not offer or sell any such Securities to persons and, in the United Kingdom except case of any transfer to persons whose ordinary activities involve them in acquiring, holding, managing or disposing any IAI of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with an issue of Securities to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.an