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

Representations, Warranties and Agreements of the Initial Purchasers. Each Initial Purchaser represents and warrants that it is a QIB and is not acquiring the CODES with a view to any distribution thereof or with any present intention of offering or selling any of the CODES in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any applicable jurisdiction. In connection with the sale of the CODES by the Initial Purchaser, each Initial Purchaser will solicit offers to buy the CODES only from, and will offer to sell the CODES only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely and not jointly, agrees with the Company that: (a) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; and (e) The CODES have not been and will not be registered under the Securities Act and may not be offered or sold except in accordance with an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been offered, sold or delivered the CODES, and will not offer, sell or deliver the CODES as a part of its distribution at any time except in accordance with Rule 144A under the Securities Act. (f) 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 CODES, except with its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any CODES to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s principal or agent) for the purpose of their businesses or otherwise in circumstances that 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 with and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the CODES 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 documents received by it in connection with the issuance of the CODES to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise be lawfully issued or passed on. (h) Such Initial Purchaser agrees not to cause any advertisement of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODES. (i) Such Initial Purchaser understands that the Company and, for purposes of the opinions to be delivered to you pursuant to Section 5 hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance. Each Initial Purchaser further agrees that, in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasers.

Representations, Warranties and Agreements of the Initial Purchasers. Each Initial Purchaser Purchaser, severally and not jointly: (a) represents and warrants that it is a QIB Qualified Institutional Buyer and is not acquiring the CODES with a view to any distribution thereof or with any present intention of offering or selling any of the CODES in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any applicable jurisdiction. In connection with the sale of the CODES by the Initial Purchaser, each Initial Purchaser will solicit offers to buy the CODES only from, and it will offer to sell the CODES Offered Securities for resale only to, upon the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined terms and conditions set forth in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by in the Offering Memorandum. Each Initial Purchaser, severely and not jointly, agrees with the Company that:. (ab) The CODES and acknowledges that the Conversion Shares Offered Securities have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will may not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act; represents, warrants and agrees that it has only offered the Offered Securities, and will only offer and sell the Offered Securities inside the United States to persons except in accordance with Rule 144A;whom the Initial Purchasers reasonably believes to be Qualified Institutional Buyers. (dc) Such Initial Purchaser represents, warrants and agrees that it has not and will not solicit offers for, or offer or sell the CODES in Offered Securities purchased from the United States Company hereunder by means of any form of general solicitation or general advertising within (as those terms are used in Regulation D under the meaning of Rule 502(c) of Regulation DSecurities Act), including including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising advertising. Each Initial Purchaser agrees, with respect to resales made in reliance on Rule 144A, other than through the United States; and Private Offerings Resales and Trading through Automated Linkages (e"PORTAL") The CODES have not market, of any of the Offered Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Offered Securities has been and will not be registered under made in reliance upon the Securities Act and may not be offered or sold except in accordance with an exemption from the registration requirements of the Securities Act. Such Act provided by Rule 144A. (d) at or before the time that it effects any resale of the Debentures, such Initial Purchaser represents that it has been offered, sold or shall have delivered to the CODES, prospective purchaser a copy of the Offering Memorandum together with all supplements and will not offer, sell or deliver amendments prepared by the CODES as a part Company and delivered to such Initial Purchaser prior to the date of its distribution at any time except in accordance with Rule 144A under the Securities Actsuch resale. (fe) 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 CODES, except with its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any CODES to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s principal or agent) for the purpose of their businesses or otherwise in circumstances that 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 with and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the CODES 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 documents received by it in connection with the issuance of the CODES to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise be lawfully issued or passed on. (h) Such Initial Purchaser agrees not to cause any advertisement of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODES. (i) Such Initial Purchaser understands that the Company and, for purposes of the opinions to be delivered to you the Initial Purchasers pursuant to Section 5 hereofhereto, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, Purchasers will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance. Each Initial Purchaser further agrees that, in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasers.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly, represents and warrants that it to, and agrees with, the Issuers, 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 Notes. (b) Such Initial Purchaser (i) is not acquiring the CODES Notes with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Notes in a transaction that would violate the Securities Act or the any state securities laws of any State of the United States or any other applicable jurisdiction. In ; (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes only from, and will offer to sell the CODES Notes only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely ; and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Notes, nor has it offered or sold the United States by means of Notes by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in connection with the United States; andoffering of the Notes. (ec) The CODES 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 Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been not offered, sold or delivered the CODESNotes, and will not offer, sell or deliver the CODES Notes (i) as a part of its their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Closing Date (such period, the "Distribution Compliance Period"), 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.. Accordingly, such Initial Purchaser represents and agrees that neither it, its affiliates nor any persons acting on its behalf have engaged or will engage in any directed selling efforts within the meaning of Rule 902(c) of Regulation S with respect to the Notes, and its affiliates and all persons acting on its behalf have complied and will comply with the offering restrictions requirements of Regulation S. (fd) Such Initial Purchaser further agrees that, at or prior to confirmation of a sale of Notes (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that it has not entered and will not enter into any contractual arrangement with respect purchases Notes from them during the Distribution Compliance Period a confirmation or notice substantially to the following effect: "The Notes covered hereby have not been registered under the 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 delivery (ii) otherwise until 40 days after the later of the CODEScommencement of the offering or the closing date, except in either case in accordance with its affiliates Regulation S (or Rule 144A if available) under the Securities Act, and in connection with the prior written consent any subsequent sale by you of the Company.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 substantially to the foregoing effect. Terms used above have the meanings assigned to them in Regulation S." (ge) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and sold, and, prior to the six months after the date of the issue of the Notes, will not offer or sell sell, any CODES Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODESKingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s as principal or agent) for the purpose purposes of their businesses or otherwise in circumstances that 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 Regulations 1995, (ii) it has complied with and will comply with all applicable provisions of the Financial Services and Markets Act 1986 2000 (the "FSMA") with respect to anything done by it in relation to the CODES Notes in, from or otherwise involving the United Kingdom), and (iii) it has only issued communicated or passed on caused to be communicated and will only issue communicate and cause to be communicated any invitation or pass on inducement to engage in investment activity (within the United Kingdom any documents meaning of Section 21 of the 12 FSMA) received by it in connection with the issuance issue or sale of the CODES to a person who is of a kind described any Notes in Article 11(3circumstances in which Section 21(1) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person FSMA would not apply to whom the document may otherwise be lawfully issued or passed onIssuers. (hf) Such Initial Purchaser agrees not to cause any advertisement Each of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODES. (i) Such Initial Purchaser Purchasers understands that the Company Issuers and, for purposes of the opinions opinion(s) to be delivered to you the Initial Purchasers pursuant to Section 5 7(d) and (e) hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial PurchasersIssuers, will rely upon the accuracy and truth of the foregoing representations representations, warranties and such agreements and the Initial Purchaser Purchasers hereby consents consent to such reliance. Each Initial Purchaser further agrees that, The terms used in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers this Section 2 that have meanings assigned to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly, represents and warrants that it to, and agrees with, the Company and the Guarantors, that: (a) Such Initial Purchaser (i) is a QIB with such knowledge and is not acquiring experience in financial and business matters as are necessary in order to evaluate the CODES with a view to any distribution thereof or with any present intention merits and risks of offering or selling any of an investment in the CODES Notes and the Guarantees; (ii) in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any applicable jurisdiction. In connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes and the Guarantees only from, and will offer to sell the CODES Notes and the Guarantees only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely ; and (iii) will not jointly, agrees with offer or sell the Company that: (a) The CODES Notes and the Conversion Shares have not been Guarantees, nor has it offered or sold the Notes and will not be registered under the Securities Act Guarantees by, or otherwise engaged in, any form of general solicitation in connection with the initial offering of the CODES;Notes and the Guarantees. (b) Such Initial Purchaser is purchasing The Notes and the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will Guarantees may not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States U.S. persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; and (e) The CODES have not been and will not be registered S under the Securities Act and may not be offered or sold except in accordance with pursuant to an exemption from the registration requirements of the Securities Act. . (c) Such Initial Purchaser represents that it has been not offered, sold or delivered the CODESNotes and the Guarantees, and will not offer, sell or deliver the CODES Notes and the Guarantees (i) as a part of its distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Guarantees and the Closing Date (such period, the “Distribution Compliance Period”) 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.. Accordingly, such Initial Purchaser represents and agrees that neither it, its affiliates nor any person acting on its behalf has engaged or will engage in any directed selling efforts within the meaning of Rule 902(c) under the Securities Act with respect to the Notes and the Guarantees, and its affiliates and all persons acting on its behalf have complied and will comply with the offering restrictions requirements of Regulation S. (fd) Such Initial Purchaser further agrees that, at or prior to confirmation of a sale of Notes and Guarantees (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes and Guarantees from it has not entered and will not enter into any contractual arrangement with respect during the Distribution Compliance Period a confirmation or notice (which confirmation or notice may be contained in the Offering Memorandum) substantially to the following effect: “The Notes covered hereby have not been registered under the 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 their distribution at any time or delivery (ii) otherwise until 40 days after the later of the CODEScommencement of the offering or the closing date, except in either case in accordance with its affiliates Regulation S (or Rule 144A if available) under the Securities Act, and in connection with the prior written consent any subsequent sale by you of the Company.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 substantially to the foregoing effect. Terms used above have the meanings assigned to them in Regulation S.” (ge) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and sold, and, prior to six months after the date of the issue of the Notes, will not offer or sell sell, any CODES Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODESKingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s as principal or agent) for the purpose purposes of their businesses or otherwise in circumstances that 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 Regulations 1995, (ii) it has complied with and will comply with all applicable provisions of the Financial Services and Markets Act 1986 2000 (the “FSMA”) with respect to anything done by it in relation to the CODES Notes in, from or otherwise involving the United Kingdom), Kingdom and (iii) it has only issued communicated or passed on caused to be communicated and will only issue communicate and cause to be communicated any invitation or pass on inducement to engage in investment activity (within the United Kingdom any documents meaning of Section 21 of the FSMA) received by it in connection with the issuance issue or sale of the CODES to a person who is of a kind described any Notes in Article 11(3circumstances in which Section 21(1) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise be lawfully issued or passed on. (h) Such Initial Purchaser agrees FSMA would not to cause any advertisement of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating apply to the CODES. (i) Company. Such Initial Purchaser understands that the Company and, for purposes of the opinions to be delivered to you pursuant to Section 5 7 hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, you will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser warranties and hereby consents to such reliance. Each Initial Purchaser further agrees that, The terms used in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers this Section 2 that have meanings assigned to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly, represents and warrants that it to, and agrees with, the Company and the Subsidiary Guarantors, 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 Notes and the Guarantees. (b) Such Initial Purchaser (i) is not acquiring the CODES Notes and the Guarantees with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Notes and the Guarantees in a transaction that would violate the Securities Act or the any state securities laws of any State of the United States or any other applicable jurisdiction. In ; (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes and the Guarantees only from, and will offer to sell the CODES Notes and the Guarantees only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely ; and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Notes and the United States by means of Guarantees, nor has it offered or sold the Notes and the Guarantees by, or otherwise engaged in, any form of general solicitation or general advertising within in connection with the meaning offering of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; andNotes and the Guarantees. (ec) The CODES Notes and the Guarantees 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 Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been not offered, sold or delivered the CODESNotes and the Guarantees, and will not offer, sell or deliver the CODES Notes and the Guarantees (i) as a part of its their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Guarantees and the Closing Date (such period, the "DISTRIBUTION COMPLIANCE PERIOD"), 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. Accordingly, such Initial Purchaser represents and agrees that neither it, its affiliates nor any persons acting on its behalf have engaged or will engage in any directed selling efforts within the meaning of Rule 902(c) of Regulation S with respect to the Notes and the Guarantees, and its affiliates and all persons acting on its behalf have complied and will comply with the offering restrictions requirements of Regulation S. (d) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes and Guarantees (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes and Guarantees from them during the Distribution Compliance Period a confirmation or notice substantially to the following effect: "The Notes covered hereby have not been registered under the 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 until 40 days after the later of the commencement of the offering or the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act, and in connection with any subsequent sale by you of the 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 substantially to the foregoing effect. Terms used above have the meanings assigned to them in Regulation S." (e) All offers and sales of the Notes and the Guarantees by such Initial Purchaser pursuant to Regulation S are and will be "offshore transactions" within the meaning of Regulation S and are not and will not be part of a plan or scheme to evade the registration provisions of the Securities Act. (f) 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 CODES, except with its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold sold, and prior to the six months after the date of the issue of the Notes will not offer or sell sell, any CODES Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s as principal or agent) for the purpose purposes of their businesses or otherwise in circumstances that 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 Regulations 1995, (ii) it has complied with and will comply with all applicable provisions of the Financial Services and Markets Act 1986 2000, or the FSMA, with respect to anything done by it in relation to rexxxxxx xo the CODES Notes in, from or otherwise involving the United Kingdom), Kingdom and (iii) it has only issued communicated or passed on caused to be communicated and will only issue communicate and cause to be communicated any invitation or pass on inducement to engage in investment activity (within the United Kingdom any documents meaning of Section 21 of the FSMA) received by it in connection with the issuance issue or sale of the CODES to a person who is of a kind described any Notes in Article 11(3circumstances in which Section 21(1) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person FSMA would not apply to whom the document may otherwise be lawfully issued or passed onCompany. (h) Such Initial Purchaser agrees not to cause any advertisement of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODES. (ig) Such Initial Purchaser understands that the Company and, for purposes of the opinions to be delivered to you pursuant to Section 5 7 hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, Purchasers will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance. Each Initial Purchaser further agrees that, The terms used in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers this Section 2 that have meanings assigned to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly, represents and warrants that it to, and agrees with, the Issuers, 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 Notes. (b) Such Initial Purchaser (i) is not acquiring the CODES Notes with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Notes in a transaction that would violate the Securities Act or the any state securities laws of any State of the United States or any other applicable jurisdiction. In ; (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes only from, and will offer to sell the CODES Notes only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely ; and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Notes, nor has it offered or sold the United States by means of Notes by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in connection with the United States; andoffering of the Notes. (ec) The CODES 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 Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been not offered, sold or delivered the CODESNotes, and will not offer, sell or deliver the CODES Notes (i) as a part of its their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Closing Date (such period, the “Distribution Compliance Period”), 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.. Accordingly, such Initial Purchaser represents and agrees that neither it, its affiliates nor any persons acting on its behalf have engaged or will engage in any directed selling efforts within the meaning of Rule 902(c) of Regulation S with respect to the Notes, and its affiliates and all persons acting on its behalf have complied and will comply with the offering restrictions requirements of Regulation S. (fd) Such Initial Purchaser further agrees that, at or prior to confirmation of a sale of Notes (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that it has not entered and will not enter into any contractual arrangement with respect purchases Notes from them during the Distribution Compliance Period a confirmation or notice substantially to the following effect: “The Notes covered hereby have not been registered under the 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 delivery (ii) otherwise until 40 days after the later of the CODEScommencement of the offering or the closing date, except in either case in accordance with its affiliates Regulation S (or Rule 144A if available) under the Securities Act, and in connection with the prior written consent any subsequent sale by you of the Company.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 substantially to the foregoing effect. Terms used above have the meanings assigned to them in Regulation S.” (ge) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and sold, and, prior to the six months after the date of the issue of the Notes, will not offer or sell sell, any CODES Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODESKingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s as principal or agent) for the purpose purposes of their businesses or otherwise in circumstances that 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 Regulations 1995, (ii) it has complied with and will comply with all applicable provisions of the Financial Services Act 1986 and Markets Xxx 0000 (the “FSMA”) with respect to anything done by it in relation to the CODES Notes in, from or otherwise involving the United Kingdom), and (iii) it has only issued communicated or passed on caused to be communicated and will only issue communicate and cause to be communicated any invitation or pass on inducement to engage in investment activity (within the United Kingdom any documents meaning of Section 21 of the FSMA) received by it in connection with the issuance issue or sale of the CODES to a person who is of a kind described any Notes in Article 11(3circumstances in which Section 21(1) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person FSMA would not apply to whom the document may otherwise be lawfully issued or passed onIssuers. (hf) Such Initial Purchaser agrees not to cause any advertisement Each of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODES. (i) Such Initial Purchaser Purchasers understands that the Company Issuers and, for purposes of the opinions opinion(s) to be delivered to you the Initial Purchasers pursuant to Section 5 7(d) and (e) hereof, counsel to the Company, General Counsel to the Company Issuers and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations representations, warranties and such agreements and the Initial Purchaser Purchasers hereby consents consent to such reliance. Each Initial Purchaser further agrees that, The terms used in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers this Section 2 that have meanings assigned to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally but not jointly, represents and warrants that it to, and agrees with, the Company and Xxxxxx as follows: (a) Such Initial Purchaser is an Institutional Accredited Investor or 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 Notes. (b) Such Initial Purchaser (i) is not acquiring the CODES Notes with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Notes in a transaction that would violate the Securities Act or the securities laws of any State state of the United States or any other applicable jurisdiction. In , (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes only from, and will offer to sell the CODES Notes only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely and (iii) will not jointlyoffer or sell the Notes pursuant to, agrees with nor has it offered or sold the Company that:Notes by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act, including, but not limited to, advertisements, 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) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. (ac) The CODES and the Conversion Shares Notes have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will may not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States U.S. persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer Regulation S or sell the CODES in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; and (e) The CODES have not been and will not be registered under the Securities Act and may not be offered or sold except in accordance with pursuant to an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been not offered, sold or delivered the CODES, Notes and will not offer, sell or deliver the CODES Notes (i) as a part of its distribution at any time except or (ii) otherwise until the expiration of the “distribution compliance period” as defined in Regulation S (the “Distribution Compliance Period”), only in accordance with Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from such registration. Accordingly, neither such Initial Purchaser, its affiliates nor any persons or entities acting on their behalf has engaged or will engage in any directed selling efforts within the meaning of Rule 902(c) of Regulation S with respect to the Notes, and it, its affiliates and all persons and entities acting on its behalf have complied and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Notes outside of the United States. (d) Such Initial Purchaser (i) prior to the expiration of the 40-day period (as set forth in the Preliminary Offering Memorandum and the Offering Memorandum) (the “40-Day Period”), will not re-offer, resell or deliver any Notes initially offered pursuant to Regulation S, within the United States or to, or for the benefit of, U.S. persons except pursuant to Rule 144A or another exemption from the registration requirements under the Securities Act, and (ii) at or prior to confirmation of a sale of Notes (other than a sale pursuant to Rule 144A), will have sent to each distributor, dealer or person or entity receiving a selling concession, fee or other remuneration to which it sells Notes during the applicable Distribution Compliance Period (whether or not such person or entity participated in the Offering of the Notes) a confirmation or other notice stating that the purchaser is subject to the same restrictions on offers and sales that apply to such Initial Purchaser during the Distribution Compliance Period. (e) Such Initial Purchaser has not offered and will not offer or sell any Notes to investors except as contemplated in, and in accordance with, the Preliminary Offering Memorandum and the Offering Memorandum under the caption “Plan of Distribution”. (f) Such Initial Purchaser further agrees that it has not entered and will not enter into cause any contractual arrangement with respect to the distribution or delivery of the CODES, except with its affiliates or with the prior written consent of the Company. advertisement (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell including any CODES to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s principal or agent) for the purpose of their businesses or otherwise in circumstances that 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 with and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the CODES 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 documents received by it in connection with the issuance of the CODES to a person who is of a kind described in Article 11(3“tombstone” advertisement) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise be lawfully issued or passed on. (h) Such Initial Purchaser agrees not to cause any advertisement of the CODES Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODESNotes, except such advertisements as permitted by and including the statements required by Regulation S. (g) The sale of the Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S will be effected only in “offshore transactions” and is not part of a plan or scheme to evade the registration provisions of the Securities Act. (h) Such Initial Purchaser acknowledges that the 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 Period and only upon certification of beneficial ownership of such Notes by non-U.S. persons or U.S. persons who purchased such Notes in transactions that were exempt from the registration requirements of the Securities Act. (i) (i) Such Initial Purchaser understands that is duly authorized and empowered to execute, deliver and perform this Agreement and to purchase the Company andNotes, for purposes of the opinions to be delivered to you pursuant to Section 5 hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance. Each Initial Purchaser further agrees that, has duly taken all requisite action in connection with therewith; (ii) the sale person(s) signing this Agreement on its behalf has been duly authorized by it to do so; and (iii) the execution, delivery and performance of the CODES by such Initial Purchaser, it will solicit offers to buy the CODES only from, this Agreement do not and will offer not conflict with, violate or constitute a default under its articles of association or other organizational document, by-laws or any material agreement or arrangement to sell the CODES only which it is a party or by which it may be bound. The terms used in this Section 3 that have meanings assigned to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly hereby represents and warrants to the Company that it will offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: (i) is a QIB and is not acquiring an “accredited investor” within the CODES with a view to any distribution thereof meaning of Rule 501(a)(i)(2)(3) or with any present intention of offering or selling any of (7) under the CODES 1933 Act; (ii) in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any applicable jurisdiction. In connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Securities only from, and will offer to sell the CODES Securities only to, the Eligible Purchasers (defined as persons whom in transactions meeting the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in requirements of Rule 144A under the Securities Actor Regulation S; and (iii) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely and not jointly, agrees with the Company that: (a) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Securities, nor has it offered or sold the United States by means of Securities by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation DD under the 1933 Act, including (i) any advertisementincluding, articlebut not limited to, notice advertisements, articles, notices or other communication communications published in any newspaper, magazine magazine, or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; and (e) The CODES have not been and will not be registered under the Securities Act and may not be offered or sold except in accordance with an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been offeredadvertising), sold or delivered the CODESother than any Permitted General Solicitation, and will not offer, sell or deliver the CODES as a part of its distribution at engage in any time except in accordance with Rule 144A under the Securities Act. (f) 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 CODES, except with its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any CODES to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s principal or agent) for the purpose of their businesses or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom directed selling efforts within the meaning of Rule 902 under the Public Offers of Securities regulations 19951933 Act, (ii) it has complied with and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the CODES 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 documents received by it in connection with the issuance offering of the CODES Securities. The Initial Purchasers have advised the Company that they will offer the Securities to Eligible Purchasers at a person who is of a kind described in Article 11(3) price initially equal to 100.00% of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom principal amount thereof, plus accrued interest, if any, from April 28, 2017. Such price may be changed by the document may otherwise be lawfully issued or passed on. (h) Such Initial Purchaser agrees not to cause Purchasers at any advertisement time without notice. Each of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODES. (i) Such Initial Purchaser Purchasers understands that the Company and, for purposes of the opinions to be delivered to you the Initial Purchasers pursuant to Section 5 hereofthis Agreement, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations representations, warranties and such agreements, and the Initial Purchaser Purchasers hereby consents consent to such reliance. Each Initial Purchaser further agrees that, in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasers.

Representations, Warranties and Agreements of the Initial Purchasers. Each Initial Purchaser represents represents, warrants and warrants that it agrees with respect to itself 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 Securities. (b) Such Initial Purchaser (i) is not acquiring the CODES Initial Securities with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Initial Securities 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. In ; (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Securities only from, from and will offer to sell the CODES Securities only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely ; and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Securities pursuant to, nor has it offered or sold the United States by means of Securities by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D; including, including (i) any advertisementbut not limited to, articleadvertisements, notice articles, notices or other communication communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; and (e) The CODES have not been and will not be registered under the Securities Act and may not be offered or sold except in accordance with an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been offered, sold or delivered the CODES, and will not offer, sell or deliver the CODES as a part of its distribution at any time except in accordance with Rule 144A under the Securities Actadvertising). (f) 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 CODES, except with its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any CODES to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s principal or agent) for the purpose of their businesses or otherwise in circumstances that 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 with and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the CODES 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 documents received by it in connection with the issuance of the CODES to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise be lawfully issued or passed on. (h) Such Initial Purchaser agrees not to cause any advertisement of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODES. (ic) Such Initial Purchaser understands that the Company Issuers and, for purposes of the opinions to be delivered to you pursuant to Section 5 7 hereof, counsel to the Company, General Counsel to the Company Issuers and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser you hereby consents consent to such reliance. The terms used in this Section 2 that have meanings assigned to them in Regulation S are used herein as so defined. Each Initial Purchaser further agrees that, in connection with the sale of the CODES by such Initial PurchaserExempt Resales, it will solicit offers to buy the CODES Initial Securities only from, and will offer to sell the CODES Initial Securities only to to, the Eligible PurchasersPurchasers in Exempt Resales.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly, represents and warrants that it to, and agrees with, the Company and the Guarantors, 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 Notes and the Guarantees. (b) Such Initial Purchaser (i) is not acquiring the CODES Notes and the Guarantees with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Notes and the Guarantees in a transaction that would violate the Securities Act or the any state securities laws of any State of the United States or any other applicable jurisdiction. In ; (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes and the Guarantees only from, and will offer to sell the CODES Notes and the Guarantees only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Pricing Disclosure Package and the Final Offering Memorandum. Each Initial Purchaser, severely ; and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Notes and the United States by means of Guarantees, nor has it offered or sold the Notes and the Guarantees by, or otherwise engaged in, any form of general solicitation or general advertising within in connection with the meaning offering of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; andNotes and the Guarantees. (ec) The CODES Notes and the Guarantees 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 Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been not offered, sold or delivered the CODESNotes and the Guarantees, and will not offer, sell or deliver the CODES Notes and the Guarantees (i) as a part of its their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Guarantees and the Closing Date (such period, the “Distribution Compliance Period”), 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. (f) Such . Accordingly, such Initial Purchaser further represents and agrees that it has not entered and neither it, its affiliates nor any persons acting on its behalf have engaged or will not enter into engage in any contractual arrangement directed selling efforts within the meaning of Rule 902(c) of Regulation S with respect to the distribution or delivery Notes and the Guarantees, and its affiliates and all persons acting on its behalf have complied and will comply with the offering restrictions requirements of Regulation S. (d) All offers and sales of the CODES, except with its affiliates or with Notes and the prior written consent of the Company. (g) Such Guarantees by such Initial Purchaser further represents and agrees that (i) it has not offered or sold pursuant to Regulation S are and will not offer or sell any CODES to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s principal or agent) for the purpose of their businesses or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom be “offshore transactions” within the meaning of the Public Offers of Securities regulations 1995, (ii) it has complied with Regulation S and are not and will comply with all applicable not be part of a plan or scheme to evade the registration provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the CODES 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 documents received by it in connection with the issuance of the CODES to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise be lawfully issued or passed onSecurities Act. (h) Such Initial Purchaser agrees not to cause any advertisement of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODES. (ie) Such Initial Purchaser understands that the Company and, for purposes of the opinions to be delivered to you pursuant to Section 5 7 hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance. Each Initial Purchaser further agrees that, The terms used in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers this Section 2 that have meanings assigned to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each Initial Purchaser represents and warrants that it is a QIB and is not acquiring the CODES with a view to any distribution thereof or with any present intention of offering or selling any of the CODES in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any applicable jurisdiction. In connection with the sale of the CODES by the Initial Purchaser, each Initial Purchaser will solicit offers to buy the CODES only from, and will offer to sell the CODES only to, the "Eligible Purchasers Purchasers" (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely and not jointly, agrees with the Company that: (a) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES;. (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act;. (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, of United States persons persons, except in accordance with Rule 144A;144A. (d) Such Initial Purchaser will not offer or sell the CODES in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; and. (e) The CODES have not been and will not be registered under the Securities Act and may not be offered or sold except in accordance with an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been offered, sold or delivered the CODES, and will not offer, sell or deliver the CODES as a part of its distribution at any time except in accordance with Rule 144A under the Securities Act. (f) 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 CODES, except with its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any CODES to persons in the United Kingdom prior to the expiry expiration of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s as principal or agent) for the purpose of their businesses or otherwise in circumstances that 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 Regulations 1995, ; (ii) it has and each of its affiliates have only communicated or caused to be communicated and will only communicate or cause 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 2000 (the "FSMA") received by it in connection with the issue or sale of any CODES in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (iii) it and each of its affiliates have complied with and will comply with all applicable provisions of the Financial Services Act 1986 FSMA with respect to anything done by it in relation to the CODES 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 documents received by it in connection with the issuance of the CODES to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise be lawfully issued or passed on. (h) Such Initial Purchaser agrees not to cause any advertisement of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODES. (i) Such Initial Purchaser understands that the Company and, for purposes of the opinions to be delivered to you pursuant to Section 5 hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance. Each Initial Purchaser further agrees that, in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasers.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly, represents and warrants that it to, and agrees with, the Companies and the Guarantors, 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 Notes and the Guarantees. (b) Such Initial Purchaser (i) is not acquiring the CODES Notes and the Guarantees with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Notes and the Guarantees in a transaction that would violate the Securities Act or the any state securities laws of any State of the United States or any other applicable jurisdiction. In ; (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes and the Guarantees only from, and will offer to sell the CODES Notes and the Guarantees only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely ; and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Notes and the United States by means of Guarantees, nor has it offered or sold the Notes and the Guarantees by, or otherwise engaged in, any form of general solicitation or general advertising within in connection with the meaning offering of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; andNotes and the Guarantees. (ec) The CODES Notes and the Guarantees 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 Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been not offered, sold or delivered the CODESNotes and the Guarantees, and will not offer, sell or deliver the CODES Notes and the Guarantees (i) as a part of its their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Guarantees and the Closing Date (such period, the "Distribution Compliance Period"), 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.. Accordingly, such Initial Purchaser represents and agrees that neither it, its affiliates nor any persons acting on its behalf have engaged or will engage in any directed selling efforts within the meaning of Rule 902(c) of Regulation S with respect to the Notes and the Guarantees, and its affiliates and all persons acting on its behalf have complied and will comply with the offering restrictions requirements of Regulation S. (fd) Such Initial Purchaser further agrees that, at or prior to confirmation of a sale of Notes and Guarantees (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that it has not entered purchases Notes and will not enter into any contractual arrangement with respect Guarantees from them during the Distribution Compliance Period a confirmation or notice substantially to the following effect: "The Notes covered hereby have not been registered under the 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 delivery (ii) otherwise until 40 days after the later of the CODEScommencement of the offering or the closing date, except in either case in accordance with its affiliates Regulation S (or Rule 144A if available) under the Securities Act, and in connection with the prior written consent any subsequent sale by you of the Company.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 substantially to the foregoing effect. Terms used above have the meanings assigned to them in Regulation S." (ge) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and sold, and, prior to the six months after the date of the issue of the Notes, will not offer or sell sell, any CODES Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODESKingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s as principal or agent) for the purpose purposes of their businesses or otherwise in circumstances that 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 Regulations 1995, (ii) it has complied with and will comply with all applicable provisions of the Financial Services and Markets Act 1986 2000 (the "FSMA") with respect to anything done by it in relation to the CODES Notes in, from or otherwise involving the United Kingdom), and (iii) it has only issued communicated or passed on caused to be communicated and will only issue communicate and cause to be communicated any invitation or pass on inducement to engage in investment activity (within the United Kingdom any documents meaning of Section 21 of the FSMA) received by it in connection with the issuance issue or sale of the CODES to a person who is of a kind described any Notes in Article 11(3circumstances in which Section 21(1) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person FSMA would not apply to whom the document may otherwise be lawfully issued or passed onCompanies. (h) Such Initial Purchaser agrees not to cause any advertisement of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODES. (if) Such Initial Purchaser understands that the Company Companies and, for purposes of the opinions to be delivered to you pursuant to Section 5 7 hereof, counsel to the Company, General Counsel to the Company Companies and counsel to the Initial Purchasers, Purchasers will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance. Each Initial Purchaser further agrees that, The terms used in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers this Section 2 that have meanings assigned to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each Initial Purchaser represents and warrants that it with respect to itself 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 Initial Notes. (b) Such Initial Purchaser (i) is not acquiring the CODES Initial Notes with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Initial 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. In ; (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes only from, and will offer to sell the CODES Notes only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely ; and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Notes pursuant to, nor has it offered or sold the United States by means of Notes by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D; including, including (i) any advertisementbut not limited to, articleadvertisements, notice articles, notices or other communication communications published in any newspaper, magazine magazine, or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising advertising) in connection with the United States; andoffering of the Initial Notes. (ec) The CODES It understands that 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 Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Such The Initial Purchaser represents Purchasers represent that it has been they have not offered, sold or delivered the CODESNotes, and will not offer, sell or deliver the CODES Notes (i) as a part of its distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date or such longer period as may then be applicable under Regulation S (such period, the "Restricted Period"), 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.Act or another applicable exemption. Accordingly, each Initial Purchaser 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 902(b) of Regulation S with respect to the Notes, and it, its affiliates and all persons acting on its behalf have complied and will comply with the offering restriction requirements of Regulation S. (fd) Such Initial Purchaser agrees that, at or prior to confirmation of all sales of Notes pursuant to Regulation S, it will have sent to each distributor, dealer or person receiving a 13 selling concession, fee or other remuneration that purchases Notes from it during the Restricted Period a confirmation or notice substantially to the following effect: "The Notes 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 until 40 days after the later of the commencement of the offering or the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings assigned to them in Regulation S." 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 CODESNotes, except with its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any CODES to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s principal or agent) for the purpose of their businesses or otherwise in circumstances that 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 with and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the CODES 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 documents received by it in connection with the issuance of the CODES to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise be lawfully issued or passed on. (he) Such Initial Purchaser agrees not to cause any advertisement of the CODES Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODESNotes, except such advertisements as may be permitted by Regulation S. (f) The sale of the Initial Notes pursuant to Regulation S are "offshore transactions" and are not part of a plan or scheme to evade the registration provisions of the Securities Act. (ig) Such Initial Purchaser understands that the Company and, for purposes of the opinions to be delivered to you pursuant to Section 5 7 hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser you hereby consents consent to such reliance. Each Initial Purchaser further agrees that, The terms used in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers this Section 2 that have meanings assigned to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly, represents and warrants that it to, and agrees with, the Company and the Guarantors, 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 Notes and the Guarantees. (b) Such Initial Purchaser (i) is not acquiring the CODES Notes and the Guarantees with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Notes and the Guarantees in a transaction that would violate the Securities Act or the any state securities laws of any State of the United States or any other applicable jurisdiction. In ; (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes and the Guarantees only from, and will offer to sell the CODES Notes and the Guarantees only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely ; and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Notes and the United States by means of Guarantees, nor has it offered or sold the Notes and the Guarantees by, or otherwise engaged in, any form of general solicitation or general advertising within in connection with the meaning offering of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; andNotes and the Guarantees. (ec) The CODES Notes and the Guarantees 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 Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been not offered, sold or delivered the CODESNotes and the Guarantees, and will not offer, sell or deliver the CODES Notes and the Guarantees (i) as a part of its their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Guarantees and the Closing Date (such period, the "Distribution Compliance Period"), 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. (f) Such . Accordingly, such Initial Purchaser further represents and agrees that it has not entered and neither it, its affiliates nor any persons acting on its behalf have engaged or will not enter into engage in any contractual arrangement directed selling efforts within the meaning of Rule 902(c) of Regulation S with respect to the distribution or delivery of Notes and the CODESGuarantees, except with and its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any CODES to all persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s principal or agent) for the purpose of their businesses or otherwise in circumstances that acting on its behalf 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 with and will comply with all applicable provisions the offering restrictions requirements of the Financial Services Act 1986 with respect to anything done by it in relation to the CODES 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 documents received by it in connection with the issuance of the CODES to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise be lawfully issued or passed on.Regulation S. (hd) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes and Guarantees (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes and Guarantees from them during the Distribution Compliance Period a confirmation or notice substantially to the following effect: "The Notes covered hereby have not to cause been registered under the 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 advertisement time or (ii) otherwise until 40 days after the later of the CODES commencement of the offering or the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act, and in connection with any subsequent sale by you of the Notes covered hereby in reliance on Regulation S during the period referred to be published in above to any newspaper distributor, dealer or periodical person receiving a selling concession, fee or posted in any public place and not to issue any circular relating other remuneration, you must deliver a notice substantially to the CODESforegoing effect. Terms used above have the meanings assigned to them in Regulation S." (e) All offers and sales of the Notes and the Guarantees by such Initial Purchaser pursuant to Regulation S are and will be "offshore transactions" within the meaning of Regulation S and are not and will not be part of a plan or scheme to evade the registration provisions of the Securities Act. (if) Such Initial Purchaser understands that the Company and, for purposes of the opinions to be delivered to you pursuant to Section 5 7 hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance. Each Initial Purchaser further agrees that, The terms used in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers this Section 2 that have meanings assigned to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each Initial Purchaser represents represents, warrants to and warrants that it agrees with, the Issuer 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 Initial Notes. (b) Such Initial Purchaser (i) is not acquiring the CODES Initial Notes with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Initial 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. In connection with the sale of the CODES by the Initial Purchaser, each Initial Purchaser ; (ii) will solicit offers to buy the CODES Initial Notes only from, from and will offer to sell the CODES Initial Notes only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely ; and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Initial Notes pursuant to, nor has it offered or sold the United States by means of Initial Notes by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D; including, including (i) any advertisementbut not limited to, articleadvertisements, notice articles, notices or other communication communications published in any newspaper, magazine magazine, or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; andadvertising). (ec) The CODES have not been and will not be registered under the Securities Act and may not be offered or sold except in accordance with an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been not offered, sold or delivered the CODESInitial Notes, and will not offer, sell or deliver the CODES Initial Notes (i) as a part of its distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, 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. (f) Such . Accordingly, such Initial Purchaser further represents and agrees that it neither it, its affiliates nor any persons acting on its or their behalf has not entered and engaged or will not enter into engage in any contractual arrangement directed selling efforts within the meaning of Rule 902(b) of Regulation S with respect to the distribution or delivery of the CODESInitial Notes, except with and it, its affiliates or and all persons acting on its behalf have complied and will comply with the prior written consent offering restrictions requirements of the Company.Regulation S. (gd) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any CODES Initial Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODESInitial Notes, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s as principal or agent) for the purpose purposes of their businesses or otherwise in circumstances that 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 Regulations 1995, (ii) it has complied with and will comply with all applicable provisions of the Financial Services Act 1986 with 0000 xxxh respect to anything done by it in relation to the CODES Initial 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 documents 14 14 Xxxxxx Xxxxxxx xxx document received by it in connection with the issuance of the CODES Initial Notes to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 0000 (Investment AdvertisementsXxvestment advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise lawfully be lawfully issued or passed on. (he) Such Initial Purchaser agrees not to cause any advertisement of the CODES Initial Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODESInitial Notes, except such advertisements as may be permitted by law. (if) Such Initial Purchaser understands that the Company Issuer and, for purposes of the opinions to be delivered to you pursuant to Section 5 6 hereof, counsel to the Company, General Counsel to the Company Issuer and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser you hereby consents consent to such reliance. Each Initial Purchaser further agrees that, The terms used in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers this Section 2 that have meanings assigned to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly, represents and warrants that it to, and agrees with, the Company and the Subsidiary Guarantors, 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 Notes and the Guarantees. (b) Such Initial Purchaser (i) is not acquiring the CODES Notes and the Guarantees with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Notes and the Guarantees in a transaction that would violate the Securities Act or the any state securities laws of any State of the United States or any other applicable jurisdiction. In ; (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes and the Guarantees only from, and will offer to sell the CODES Notes and the Guarantees only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely ; and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Notes and the United States by means of Guarantees, nor has it offered or sold the Notes and the Guarantees by, or otherwise engaged in, any form of general solicitation or general advertising within in connection with the meaning offering of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; andNotes and the Guarantees. (ec) The CODES Notes and the Guarantees 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 Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been not offered, sold or delivered the CODESNotes and the Guarantees, and will not offer, sell or deliver the CODES Notes and the Guarantees (i) as a part of its their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Guarantees and the Closing Date (such period, the "DISTRIBUTION COMPLIANCE PERIOD"), 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. Accordingly, such Initial Purchaser represents and agrees that neither it, its affiliates nor any persons acting on its behalf have engaged or will engage in any directed selling efforts within the meaning of Rule 902(c) of Regulation S with respect to the Notes and the Guarantees, and its affiliates and all persons acting on its behalf have complied and will comply with the offering restrictions requirements of Regulation S. (d) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes and Guarantees (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes and Guarantees from them during the Distribution Compliance Period a confirmation or notice substantially to the following effect: "The Notes covered hereby have not been registered under the 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 until 40 days after the later of the commencement of the offering or the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act, and in connection with any subsequent sale by you of the 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 substantially to the foregoing effect. Terms used above have the meanings assigned to them in Regulation S." (e) All offers and sales of the Notes and the Guarantees by such Initial Purchaser pursuant to Regulation S are and will be "offshore transactions" within the meaning of Regulation S and are not and will not be part of a plan or scheme to evade the registration provisions of the Securities Act. (f) 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 CODES, except with its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold sold, and prior to the six months after the date of the issue of the Notes will not offer or sell sell, any CODES Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s as principal or agent) for the purpose purposes of their businesses or otherwise in circumstances that 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 Regulations 1995, (ii) it has complied with and will comply with all applicable provisions of the Financial Services and Markets Act 1986 2000, or the FSMA, with respect to anything done by it in relation xxxxxxxn to the CODES Notes in, from or otherwise involving the United Kingdom), Kingdom and (iii) it has only issued communicated or passed on caused to be communicated and will only issue communicate and cause to be communicated any invitation or pass on inducement to engage in investment activity (within the United Kingdom any documents meaning of Section 21 of the FSMA) received by it in connection with the issuance issue or sale of the CODES to a person who is of a kind described any Notes in Article 11(3circumstances in which Section 21(1) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person FSMA would not apply to whom the document may otherwise be lawfully issued or passed onCompany. (h) Such Initial Purchaser agrees not to cause any advertisement of the CODES to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the CODES. (ig) Such Initial Purchaser understands that the Company and, for purposes of the opinions to be delivered to you pursuant to Section 5 7 hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, Purchasers will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance. Each Initial Purchaser further agrees that, The terms used in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers this Section 2 that have meanings assigned to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly, represents and warrants that it to, and agrees with, the Company and the Guarantors, 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 Notes and the Guarantees. (b) Such Initial Purchaser (i) is not acquiring the CODES Notes and the Guarantees with a view to any distribution thereof or with any present intention of offering or selling any of the CODES Notes and the Guarantees in a transaction that would violate the Securities Act or the any state securities laws of any State of the United States or any other applicable jurisdiction. In ; (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes and the Guarantees only from, and will offer to sell the CODES Notes and the Guarantees only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Pricing Disclosure Package and the Final Offering Memorandum. Each Initial Purchaser, severely ; and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Notes and the United States by means of Guarantees, nor has it offered or sold the Notes and the Guarantees by, or otherwise engaged in, any form of general solicitation or general advertising within in connection with the meaning offering of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; andNotes and the Guarantees. (ec) The CODES Notes and the Guarantees 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 Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Such Initial Purchaser represents that it has been not offered, sold or delivered the CODESNotes and the Guarantees, and will not offer, sell or deliver the CODES Notes and the Guarantees (i) as a part of its their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Guarantees and the Closing Date (such period, the “Distribution Compliance Period”), 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. (f) Such . Accordingly, such Initial Purchaser further represents and agrees that it has not entered and neither it, its affiliates nor any persons acting on its behalf have engaged or will not enter into engage in any contractual arrangement directed selling efforts within the meaning of Rule 902(c) of Regulation S with respect to the distribution or delivery of Notes and the CODESGuarantees, except with and its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any CODES to all persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s principal or agent) for the purpose of their businesses or otherwise in circumstances that acting on its behalf 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 with and will comply with all applicable provisions the offering restrictions requirements of the Financial Services Act 1986 with respect to anything done by it in relation to the CODES 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 documents received by it in connection with the issuance of the CODES to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise be lawfully issued or passed on.Regulation S. (hd) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes and Guarantees (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes and Guarantees from them during the Distribution Compliance Period a confirmation or notice substantially to the following effect: “The Notes covered hereby have not to cause been registered under the 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 their distribution at any advertisement time or (ii) otherwise until 40 days after the later of the CODES commencement of the offering or the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act, and in connection with any subsequent sale by you of the Notes covered hereby in reliance on Regulation S during the period referred to be published in above to any newspaper distributor, dealer or periodical person receiving a selling concession, fee or posted in any public place and not to issue any circular relating other remuneration, you must deliver a notice substantially to the CODESforegoing effect. Terms used above have the meanings assigned to them in Regulation S.” (e) All offers and sales of the Notes and the Guarantees by such Initial Purchaser pursuant to Regulation S are and will be “offshore transactions” within the meaning of Regulation S and are not and will not be part of a plan or scheme to evade the registration provisions of the Securities Act. (if) Such Initial Purchaser understands that the Company and, for purposes of the opinions to be delivered to you pursuant to Section 5 7 hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance. Each Initial Purchaser further agrees that, The terms used in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers this Section 2 that have meanings assigned to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasersthem in Regulation S are used herein as so defined.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly, represents and warrants that it to, and agrees with, the Company that: (a) Such Initial Purchaser is a QIB and an "accredited investor" within the meaning of Regulation D of the Securities 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 Notes. (b) Such Initial Purchaser (i) is not acquiring the CODES Notes with a view to any distribution thereof or with any present intention of offering or selling any of the CODES 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. In ; (ii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes only from, and will offer to sell the CODES Notes only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Offering Memorandum. Each Initial Purchaser, severely Circular and not jointly, agrees with the Company that: (aiii) The CODES and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer or sell the CODES in Notes by, nor has it offered or sold the United States by means of Notes by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D), including (i) any advertisementincluding, articlebut not limited to, notice advertisements, articles, notices or other communication communications published in any newspaper, magazine magazine, or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising advertising) in connection with the United States; andoffering of the Notes. (ec) The CODES 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 Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Such The Initial Purchaser represents Purchasers represent that it has been they have not offered, sold or delivered the CODESNotes, and will not offer, sell or deliver the CODES Notes (i) as a part of its their distribution at any time or (ii) until the expiration of the "40-day distribution compliance period" within the meaning of Rule 903 of Regulation S under the Securities Act (such period, the "Distribution Compliance Period"), 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. (f) Such . Accordingly, such Initial Purchaser further represents and agrees that it neither it, nor its affiliates nor any persons acting on its behalf has not entered and engaged or will not enter into engage in any contractual arrangement directed selling efforts within the meaning of Rule 901(b) of Regulation S under the Securities Act with respect to the distribution or delivery of the CODESNotes, except with and such Initial Purchaser, its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any CODES to all persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s principal or agent) for the purpose of their businesses or otherwise in circumstances that acting on its behalf 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 with and will comply with all applicable provisions the offering restrictions requirements of the Financial Services Act 1986 with respect to anything done by it in relation to the CODES 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 documents received by it in connection with the issuance of the CODES to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise be lawfully issued or passed on.Regulation S. (hd) Such Initial Purchaser agrees not that, at or prior to cause any advertisement confirmation of a sale of Notes in "offshore transactions" within the CODES meaning of Regulation S, it will have sent to be published in any newspaper each distributor, dealer or periodical person receiving a selling concession, fee or posted in any public place and not to issue any circular relating other remuneration that purchases Notes from it during the Distribution Compliance Period a confirmation or notice substantially to the CODES. following effect: "The Notes covered hereby have not been registered under the 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 until 40 days after the later of the commencement of the offering or the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings assigned to them in Regulation S." (e) All offers and sales of the Notes by the Initial Purchasers pursuant to Regulation S are and will be "offshore transactions" within the meaning of Regulation S and are not and will not be part of a plan or scheme to evade the registration provisions of the Securities Act. The terms used in this Section 2 that have meanings assigned to them in Regulation S are used herein as so defined. Such Initial Purchaser understands that the Company and, for purposes of the opinions to be delivered to you pursuant to Section 5 7 hereof, counsel to the Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance. Each Initial Purchaser further agrees that, in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasers.

Representations, Warranties and Agreements of the Initial Purchasers. Each of the Initial Purchaser Purchasers, severally and not jointly, hereby represents and warrants to the Companies that: (a) It will offer the Notes for sale upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Companies, on the basis of the representations, warranties and agreements of the Companies and the Guarantors, that it such Initial Purchaser: (i) 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 Notes; (ii) is not acquiring purchasing the CODES with Notes pursuant to a view to any distribution thereof or with any present intention of offering or selling any of the CODES in a transaction that would violate private sale exempt from registration under the Securities Act or the securities laws of any State of the United States or any applicable jurisdiction. In Act; (iii) in connection with the sale of the CODES by the Initial PurchaserExempt Resales, each Initial Purchaser will solicit offers to buy the CODES Notes only from, and will offer to sell the CODES Notes only to, the Eligible Purchasers (defined as persons whom the Initial Purchaser reasonably believes are "qualified institutional buyers" as defined in Rule 144A under the Securities Act) in accordance with this Agreement and on the terms contemplated by the Pricing Disclosure Package; and (iv) will not offer or sell the Notes, nor has it offered or sold the Notes by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation D, including, but not limited to, advertisements, 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) and will not engage in any directed selling efforts within the meaning of Rule 902 under the Securities Act, in connection with the offering of the Notes. The Initial Purchasers have advised the Companies that they will offer the Notes to Eligible Purchasers at a price initially equal to 100% of the principal amount thereof, plus accrued interest, if any, from the date of issuance of the Notes. Such price may be changed by the Initial Purchasers at any time without notice. (b) It has not nor, prior to the later to occur of (A) the Closing Date and (B) completion of the distribution of the Notes, will not, use, authorize use of, refer to or distribute any material in connection with the offering and sale of the Notes other than (i) the Preliminary Offering Memorandum. , the Pricing Disclosure Package, the Offering Memorandum, (ii) any written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Offering Memorandum or any Free Writing Offering Document listed on Schedule IV hereto, (iii) the Free Writing Offering Documents listed on Schedule IV hereto, (iv) any written communication prepared by such Initial Purchaser and approved by the Companies in writing, or (v) any written communication relating to or that contains only the terms of the Notes and/or other information that was included in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum. (c) It hereby acknowledges that upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all securities issued in exchange therefore or in substitution thereof) shall bear legends substantially in the forms as set forth in the “Notice to Investors” section of the Pricing Disclosure Package and Offering Memorandum (along with such other legends as the Companies and their counsel deem necessary). (d) Each Initial Purchaser, severely severally and not jointly, represents, warrants, and agrees with respect to offers and sales outside the Company United States that: (ai) The CODES and the Conversion Shares Notes have not been and will not be registered under the Securities Act in connection with the initial offering of the CODES; (b) Such Initial Purchaser is purchasing the CODES pursuant to a private sale exemption from registration under the Securities Act; (c) The CODES have not been and will may not be offered or sold by such Initial Purchaser or its affiliates acting on its behalf within the United States or to, or for the account or benefit of, United States U.S. persons except in accordance with Rule 144A; (d) Such Initial Purchaser will not offer 144A or sell the CODES in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States; and (e) The CODES have not been and will not be registered S under the Securities Act and may not be offered or sold except in accordance with an pursuant to another exemption from the registration requirements of the Securities Act. Such ; and (ii) such Initial Purchaser represents that it has been offered, sold or delivered offered the CODES, Notes and will not offer, offer and sell or deliver the CODES Notes (A) as a part of its their distribution at any time except and (B) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 144A under 903 of Regulation S or as otherwise permitted in Section 7(a); accordingly, neither such Initial Purchaser, its Affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (within the Securities Act. (fmeaning of Regulation S) 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 Notes, and any such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S. (e) Each of the CODESInitial Purchasers, except with its affiliates or with the prior written consent of the Company. (g) Such Initial Purchaser further severally and not jointly, represents and agrees that warrants to the Companies that: (i) it has not offered or sold and will not offer or sell any CODES to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the CODES, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (s principal or agent) for the purpose of their businesses or otherwise in circumstances that 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 with and will comply with all applicable provisions of the Financial Services Act 1986 FSMA with respect to anything done by it in relation to the CODES Notes in, from or otherwise involving the United Kingdom), and (iii) it has only issued communicated or passed on caused to be communicated and it will only issue communicate or pass on cause to be communicated any invitation or inducement to engage in investment activity (within the United Kingdom any documents meaning of section 21 of the FSMA) received by it in connection with the issuance issue or sale of the CODES to a person who is of a kind described any Notes, in Article 11(3circumstances in which section 21(1) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person FSMA does not apply to whom the document may otherwise be lawfully issued or passed on.Companies; and (hii) Such in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), 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 the Notes which are the subject of the offering contemplated by the Offering Memorandum to the public in that Relevant Member State other than: (A) to “qualified investors” as defined in the Prospectus Directive; or (B) in any other circumstances which do not require the publication by the Companies of a prospectus pursuant to Article 3 of the Prospectus Directive; provided that no such offer of Notes shall require the Companies or any Initial Purchaser agrees not to cause any advertisement publish a prospectus pursuant to Article 3 of the CODES Prospectus Directive. For the purposes of this representation, the expression an “offer of Notes to the public” 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 Notes to be published in any newspaper offered so as to enable an investor to decide to purchase or periodical or posted in any public place and not to issue any circular relating subscribe to the CODES. (i) Such Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC as amended by Directive 2010/73/EC and includes any relevant implementing measure in each Relevant Member State. Each of the Initial Purchaser Purchasers understands that the Company Companies and, for purposes of the opinions to be delivered to you the Initial Purchasers pursuant to Section 5 Sections 8(c) and 8(d) hereof, counsel to the Company, General Counsel to the Company Companies and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations representations, warranties and such agreements, and the Initial Purchaser Purchasers hereby consents consent to such reliance. Each Initial Purchaser further agrees that, in connection with the sale of the CODES by such Initial Purchaser, it will solicit offers to buy the CODES only from, and will offer to sell the CODES only to Eligible Purchasers.