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

Representations, Warranties and Agreements of the Initial Purchasers. The Initial Purchasers represent, warrant and agree that: (a) The Initial Purchasers are QIBs 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) The Initial Purchasers (i) are not acquiring the Initial Notes with a view to any distribution thereof or with any present intention of offering or selling any of the 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; (ii) in connection with the Exempt Resales, will solicit offers to buy the Notes only from and will offer to sell the Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iii) will not offer or sell the Notes pursuant to, nor have they 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). (c) The Initial Purchasers, shall not, except as otherwise permitted by this Agreement, offer, sell or deliver the Initial Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Exempt Resales and the original issue date of the Initial Notes, within the United States to, or for the account or benefit of, U.S. Persons, and that they will send to each distributor, dealer, or other person receiving a selling concession or similar fee to which they sell the Initial Notes in reliance on Regulation S during the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Initial Notes within the United States or to, or for the account or benefit of, U.S. Persons. (d) The Initial Purchasers understand that the Issuers and, for purposes of the opinions to be delivered to you pursuant to Section 7 hereof, counsel to the Issuers and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the representations and agreements in this Section 2 and you hereby 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. The Initial Purchasers further agree that, in connection with the Exempt Resales, they will solicit offers to buy the Initial Notes only from, and will offer to sell the Initial Notes only to, the Eligible Purchasers in Exempt Resales.

Representations, Warranties and Agreements of the Initial Purchasers. The Each Initial Purchasers represent, warrant Purchaser represents and agree warrants with respect to itself that: (a) The Such Initial Purchasers are QIBs Purchaser is a QIB under the Securities Act (each, an "Accredited Institution"), in either case with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) The Such Initial Purchasers Purchaser (i) are is not acquiring the Initial Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Initial Notes Series A Notes, in each case 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; (ii) in connection with the Exempt Resales, will solicit offers to buy the Series A Notes only from from, and will offer to sell the Series A Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iii) will not offer or sell the Notes pursuant toSeries A Notes, nor have they has it offered or sold the Series A 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 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)) in connection with the offering of the Series A Notes. (c) The Series A 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. The Initial PurchasersPurchasers represent that they have not offered, shall notsold or delivered the Series A Notes, except as otherwise permitted by this Agreement, and will not offer, sell or deliver the Series A Notes (i) as part of its distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Series A Notes and the Closing Date (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 or in transactions that are exempt from the registration requirements of the Securities Act. Accordingly, each Initial Purchaser represents and agrees that neither it, nor any of its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts within the meaning of Rule 901(b) of Regulation S with respect to the Series A Notes, and it, 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 Series A Notes (other than a sale pursuant to Rule 144A in transactions that are exempt from the registration requirements of the Securities Act), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Series A 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 Exempt Resales 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 original issue date distribution or delivery of the Initial Series A Notes, except with its affiliates or with the prior written consent of the Company. (e) Each Initial Purchaser hereby represents and warrants to, and agrees with, the company that (i) it and each of its affiliates have not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the Closing Date, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the United States to, meaning of the Public Offers of Securities Regulations 1995; (ii) it and each of its affiliates have only communicated or for caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the account meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") received by it in connection with the issue or benefit of, U.S. Persons, and that they will send to each distributor, dealer, or other person receiving a selling concession or similar fee to which they sell the Initial sale of any Notes in reliance on 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 and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. (f) Such Initial Purchaser agrees not to cause any advertisement of the Series A Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Series A Notes, except such advertisements as include the statements required by Regulation S during the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and S. (g) The sales of the Initial Series A Notes within pursuant to Regulation S are "offshore transactions" and are not part of a plan or scheme to evade the United States or to, or for registration provisions of the account or benefit of, U.S. PersonsSecurities Act. (dh) The Such Initial Purchasers understand Purchaser understands that the Issuers Company and, for purposes of the opinions to be delivered to you pursuant to Section 7 hereof, counsel to the Issuers Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and agreements in this Section 2 and you hereby 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. The Each Initial Purchasers Purchaser further agree agrees that, in connection with the Exempt Resales, they it will solicit offers to buy the Initial Series A Notes only from, and will offer to sell the Initial Series A Notes only to, the Eligible Purchasers in Exempt Resales.

Representations, Warranties and Agreements of the Initial Purchasers. The Each Initial Purchasers represent, warrant Purchaser represents and agree warrants with respect to itself that: (a) The Such Initial Purchasers are QIBs Purchaser is either a QIB or an Accredited Investor, in either case with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) The Such Initial Purchasers Purchaser (i) are is not acquiring the Initial Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Initial Series A Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (ii) in connection with the Exempt Resales, will solicit offers to buy the Notes only from from, and will offer to sell the Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iii) will not offer or sell the Notes pursuant toNotes, nor have they 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 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)) in connection with the offering of the Series A Notes. (c) The Notes have not been and will not be registered under the 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 Act or pursuant to an exemption from the registration requirements of the Act. The Initial PurchasersPurchasers represent that they have not offered, shall notsold or delivered the Notes, except as otherwise permitted by this Agreement, and will not offer, sell or deliver the Notes (i) as 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 (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 Act, or to Accredited Investors in transactions that are exempt from the registration requirements of the Act. 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 restrictions requirements of Regulation S. (d) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes (other than a sale pursuant to Rule 144A or to Accredited Investors in transactions that are exempt from the registration requirements of the Act), it will have sent to each distributor, dealer or person receiving a 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 Exempt Resales and offering or the original issue date of the Initial Notesclosing date, within the United States to, or for the account or benefit of, U.S. Persons, and that they will send to each distributor, dealer, or other person receiving a selling concession or similar fee to which they sell the Initial Notes except in reliance on either case in accordance with Regulation S during (or Rule 144A if available) under the 40-day distribution compliance period a confirmation or other notice setting forth Securities Act. Terms used above have the restrictions on offers and sales of the Initial Notes within the United States or to, or for the account or benefit of, U.S. Persons. (d) The Initial Purchasers understand that the Issuers and, for purposes of the opinions to be delivered to you pursuant to Section 7 hereof, counsel to the Issuers and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the representations and agreements in this Section 2 and you hereby 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. The S." Such Initial Purchasers Purchaser further agree thatagrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Notes, in connection except with its affiliates or with the Exempt Resales, they will solicit offers to buy prior written consent of the Company. (e) Such Initial Notes only from, Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the Notes, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to sell the Initial Notes only topublic in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, the Eligible Purchasers in Exempt Resales.(ii)

Representations, Warranties and Agreements of the Initial Purchasers. The Each Initial Purchasers representPurchaser represents, warrant warrants and agree agrees that: (a) The Initial Purchasers are QIBs 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) The Initial Purchasers Purchaser (i) are is not acquiring the Initial Notes with a view to any distribution thereof or with any present intention of offering or selling any of the 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; (ii) in connection with the Exempt Resales, will solicit offers to buy the Notes only from from, and will offer to sell the Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iii) will not offer or sell the Notes pursuant to, nor have they 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 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). (c) The Initial PurchasersPurchaser represents that it has not offered, shall notsold or delivered the Notes, except as otherwise permitted by this Agreement, and will not offer, sell or deliver the Initial Notes (i) as part of their its distribution at any time or (ii) otherwise until 40 41 days after the later of the commencement of the Exempt Resales and the original issue date of the Initial NotesOffering Memorandum, within the United States to, or for the account or benefit of, U.S. Persons, and that they will send to each distributor, dealer, or other person receiving a selling concession or similar fee to which they sell the Initial Notes in reliance on Regulation S during the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Initial Notes within the United States or to, or for the account or benefit ofof U.S. persons, U.S. Persons.except in accordance with Rule 144A under the Act. Accordingly, the 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 Initial Notes, and it, its affiliates and all persons acting on its behalf have complied and will comply with the offering restrictions requirements of Regulation S. (d) The Initial Purchasers understand Purchaser agrees not to cause any advertisement of the 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 Notes. (e) The Initial Purchaser understands that the Issuers Operating Partnership and, for purposes of the opinions to be delivered to you pursuant to Section 7 8 hereof, counsel to the Issuers Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and agreements in this Section 2 and you hereby 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. The Initial Purchasers further agree that, in connection with the Exempt Resales, they will solicit offers to buy the Initial Notes only from, and will offer to sell the Initial Notes only to, the Eligible Purchasers in Exempt Resales.

Representations, Warranties and Agreements of the Initial Purchasers. The Each Initial Purchasers represent, warrant Purchaser represents and agree warrants with respect to itself that: (a) The Such Initial Purchasers are QIBs Purchaser is a QIB or an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act (each, an "Accredited Institution"), in either case with such knowledge and ---------------------- experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) The Such Initial Purchasers Purchaser (i) are is not acquiring the Initial Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Initial Series A Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (ii) in connection with the Exempt Resales, will solicit offers to buy the Notes only from from, and will offer to offer, sell or deliver the Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iii) will not offer or sell the Notes pursuant toNotes, nor have they 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 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)) in connection with the offering of the Series A Notes. (c) The Series A 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. The Initial PurchasersPurchasers represent that they have not offered, shall notsold or delivered the Series A Notes, except as otherwise permitted by this Agreement, and will not offer, sell or deliver the Series A Notes (i) as part of its distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Series A Notes and the Closing Date (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, or to Accredited Institutions in transactions that are exempt from the registration requirements of the Securities Act. 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 901(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. (d) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes (other than a sale pursuant to Rule 144A in transactions that are exempt from the registration requirements of the Securities Act), it will have sent to each distributor, dealer or person receiving a 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 Exempt Resales 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 original distribution or delivery of the Notes, except with its affiliates or with the prior written consent of the Company. (e) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the Initial Notes, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Notes in, from or otherwise involving the United States to, or for the account or benefit of, U.S. PersonsKingdom, and that they (iii) it has only issued or passed on and will send only issue or pass on in the United Kingdom any document received by it in connection with the issuance of the Notes to each distributora person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise lawfully be issued or passed on. (f) Such Initial Purchaser agrees not to cause any advertisement of the Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Notes, dealer, or other person receiving a selling concession or similar fee to which they sell except such advertisements as include the Initial Notes in reliance on statements required by Regulation S during the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and S. (g) The sales of the Initial Series A Notes within pursuant to Regulation S are "offshore transactions" and are not part of a plan or scheme to evade the United States or to, or for registration provisions of the account or benefit of, U.S. PersonsSecurities Act. (dh) The Such Initial Purchasers understand Purchaser understands that the Issuers Company and, for purposes of the opinions to be delivered to you pursuant to Section 7 hereof, counsel to the Issuers Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and agreements in this Section 2 and you hereby consent consents 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. The Each Initial Purchasers Purchaser further agree agrees that, in connection with the Exempt Resales, they it will solicit offers to buy the Initial Series A Notes only from, and will offer to sell the Initial Series A Notes only to, the Eligible Purchasers in Exempt Resales. Such Initial Purchaser will deliver an Offering Memorandum, as amended or supplemented through the date of each Exempt Resale, contemporaneously with or prior to each such Exempt Resale (to the extent made available by the Company) if the Company has not already done so, and it has not delivered, and will not after the date of this Agreement deliver any offering materials other than the Offering Memorandum or any amendment or supplement thereto in connection with any Exempt Resale without the prior consent of the Company. In addition, upon the Company's request, the Initial Purchasers shall advise the Company (which advice may be by telephone) when their initial distribution of the Notes has been completed.

Representations, Warranties and Agreements of the Initial Purchasers. The Each Initial Purchasers represent, warrant Purchaser represents and agree warrants with respect to itself that: (a) The Such Initial Purchasers are QIBs 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) The Such Initial Purchasers Purchaser (i) are is not acquiring the Initial Notes with a view to any distribution thereof or with any present intention of offering or selling any of the 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; (ii) in connection with the Exempt Resales, will solicit offers to buy the Notes only from from, and will offer to sell the Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iii) will not offer or sell the Notes pursuant toby, nor have they 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 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)) in connection with the offering of the Notes. (c) The Notes have not been and will not be registered under the 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 Act or pursuant to an exemption from the registration requirements of the Act. The Initial PurchasersPurchasers represent that they have not offered, shall notsold or delivered the Notes, except as otherwise permitted by this Agreement, and will not offer, sell or deliver the Notes (i) as 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 (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 Act. 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 restrictions requirements of Regulation S. (d) Such Initial Purchaser 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 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 "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 Exempt Resales offering or the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the 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 original distribution or delivery of the Notes, except with its affiliates or with the prior written consent of the Company. (e) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the Initial Notes, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Nxxxx xx, from or otherwise involving the United States to, or for the account or benefit of, U.S. PersonsKingdom, and that they (iii) it has only issued or passed on and will send to each distributor, dealer, only issue or other person receiving a selling concession or similar fee to which they sell pass on in the Initial Notes United Kingdom any document received by it in reliance on Regulation S during connection with the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales issuance of the Initial Notes within to a person who is of a kind described in Article 11(3) of the United States Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or to, xx x xxxxon to whom the document may otherwise lawfully be issued or for the account or benefit of, U.S. Personspassed on. (df) Such Initial Purchaser agrees not to cause any advertisement of the Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Notes, except such advertisements as may be permitted by Regulation S. (g) The sale of the Notes pursuant to Regulation S are "offshore transactions" and are not part of a plan or scheme to evade the registration provision of the Act. (h) Such Initial Purchasers understand Purchaser understands that the Issuers Company and, for purposes of the opinions to be delivered to you pursuant to Section 7 hereof, counsel to the Issuers Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and agreements in this Section 2 and you hereby 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. The Each Initial Purchasers Purchaser further agree agrees that, in connection with the Exempt Resales, they it will solicit offers to buy the Initial Notes only from, and will offer to sell the Initial Notes only to, the Eligible Purchasers in Exempt Resales.

Representations, Warranties and Agreements of the Initial Purchasers. The Each Initial Purchasers represent, warrant Purchaser represents and agree warrants with respect to itself that: (a) The Such Initial Purchasers are QIBs Purchaser is a QIB or an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act (each, an "Accredited Institution"), in either case with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) The Such Initial Purchasers Purchaser (i) are is not acquiring the Initial Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Initial Series A Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (ii) in connection with the Exempt Resales, will solicit offers to buy the Notes only from from, and will offer to sell the Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iii) will not offer or sell the Notes pursuant toNotes, nor have they 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 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)) in connection with the offering of the Series A Notes. (c) 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 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. The Initial PurchasersPurchasers represent that they have not offered, shall notsold or delivered the Notes, except as otherwise permitted by this Agreement, and will not offer, sell or deliver the Notes (i) as part of its distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Series A Notes and the Closing Date (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, or to Accredited Institutions in transactions that are exempt from the registration requirements of the Securities Act. 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 901(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 restrictions requirements of Regulation S. (d) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes (other than a sale pursuant to Rule 144A in transactions that are exempt from the registration requirements of the Securities Act), it will have sent to each distributor, dealer or person receiving a 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 Exempt Resales 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 original distribution or delivery of the Notes, except with its affiliates or with the prior written consent of the Company. (e) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the Initial Notes, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Notes in, from or otherwise involving the United States to, or for the account or benefit of, U.S. PersonsKingdom, and that they (iii) it has only issued or passed on and will send only issue or pass on in the United Kingdom any document received by it in connection with the issuance of the Notes to each distributora person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise lawfully be issued or passed on. (f) Such Initial Purchaser agrees not to cause any advertisement of the Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Notes, dealer, or other person receiving a selling concession or similar fee to which they sell except such advertisements as include the Initial Notes in reliance on statements required by Regulation S during the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and S. (g) The sales of the Initial Series A Notes within pursuant to Regulation S are "offshore transactions" and are not part of a plan or scheme to evade the United States or to, or for registration provisions of the account or benefit of, U.S. PersonsSecurities Act. (dh) The Such Initial Purchasers understand Purchaser understands that the Issuers Company and, for purposes of the opinions to be delivered to you pursuant to Section 7 hereof, counsel to the Issuers Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and agreements in this Section 2 and you hereby 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. The Each Initial Purchasers Purchaser further agree agrees that, in connection with the Exempt Resales, they it will solicit offers to buy the Initial Series A Notes only from, and will offer to sell the Initial Series A Notes only to, the Eligible Purchasers in Exempt Resales.

Representations, Warranties and Agreements of the Initial Purchasers. The Initial Purchasers represent, warrant and agree that: (a) The Each of the Initial Purchasers are QIBs hereby represents and warrants to the Company and the Guarantors that it will offer the Series A Notes for sale upon the terms and conditions set forth in this Agreement and in the Offering Memorandum. Each of the Initial Purchasers hereby represents and warrants to, and agrees with, the Company and the Guarantors that 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 Series A Notes. (b) The Initial Purchasers (i) are not acquiring the Initial Notes with a view to any distribution thereof or with any present intention of offering or selling any of the 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; (ii) is purchasing the Series A Notes pursuant to a private sale exempt from registration under the Securities Act; (iii) in connection with the Exempt Resales, will solicit offers to buy the Series A Notes only from from, and will offer to sell the Series A Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iiiiv) will not offer or sell the Notes pursuant toSeries A Notes, nor have they has it offered or sold the Series A 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 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(2) of the Securities Act) of the Series A Notes. (cb) The Each of the Initial PurchasersPurchasers understands that the Series A 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, shall notor for the account or benefit of, U.S. persons except as otherwise permitted by this Agreementpursuant to an exemption from the registration requirements of the Securities Act or outside the U.S. in accordance with Regulation S or to, or for the account or benefit of, non-U.S. persons in accordance with Regulation S. Each of the Initial Purchasers represents and agrees that it has not offered, sold or delivered the Series A Notes, and will not offer, sell or deliver the Series A Notes (i) as 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 l44A under the Securities Act or another applicable exemption. Accordingly, each of the Initial Purchasers 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 Series A 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. (c) Each of the Initial Purchasers agrees that at or prior to confirmation of all sales of the Series A Notes pursuant to Regulation S, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Series A 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 Exempt Resales and offering or the original issue date 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." Each of the Initial Purchasers further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Series A Notes, within except with its affiliates or with the United States to, or for the account or benefit of, U.S. Persons, and that they will send to each distributor, dealer, or other person receiving a selling concession or similar fee to which they sell the Initial Notes in reliance on Regulation S during the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales prior written consent of the Initial Notes within the United States or to, or for the account or benefit of, U.S. PersonsCompany. (d) The Each of the Initial Purchasers understand agrees not to cause any advertisement of the Series A Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Series A Notes, except such advertisements as may be permitted by Regulation S. (e) The sales of the Series A 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. (f) Each of the Initial Purchasers understands that the Issuers Company and, for purposes of the opinions to be delivered to you pursuant to Section 7 hereof, counsel to the Issuers Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and agreements in this Section 2 and you hereby consent to such reliance. (g) Each of the Initial Purchasers understands that the Company and the Guarantors and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 8(d) and 8(e) hereof, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements and the Initial Purchasers hereby consents to such reliance. (h) Each Initial Purchaser represents and agrees that (i) it has not offered or sold, and prior to the date which is six months after the issue date of the Series A Notes will not offer or sell, any Series A Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the of the Public Offers of Securities Regulations 1995 ("POSR"); (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA") with respect to anything done by it in relation to the Series A Notes in, from or otherwise involving the United Kingdom; and (iii) it has only communicated or caused to 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 FSMA) received by it in connection with the issue or sale of any Series A Notes in circumstances in which section 21(1) of the FSMA does not apply to the Company. The terms used in this Section 2 3 that have meanings assigned to them in Regulation S are used herein as so defined. The Initial Purchasers further agree that, in connection with the Exempt Resales, they will solicit offers to buy the Initial Notes only from, and will offer to sell the Initial Notes only to, the Eligible Purchasers in Exempt Resales.

Representations, Warranties and Agreements of the Initial Purchasers. The Each Initial Purchasers represent, warrant Purchaser represents and agree warrants with respect to itself that: (a) The Such Initial Purchasers are QIBs Purchaser is either a QIB or an Accredited Institution, in either case with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) The Such Initial Purchasers Purchaser (i) are is not acquiring the Initial Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Initial Series A Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (ii) in connection with the Exempt Resales, will solicit offers to buy the Notes only from from, and will offer to sell the Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iii) will not offer or sell the Notes pursuant toby, nor have they 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 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)) in connection with the offering of the Series A Notes. (c) The Notes have not been and will not be registered under the 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 Act or pursuant to an exemption from the registration requirements of the Act. The Initial PurchasersPurchasers represent that they have not offered, shall notsold or delivered the Notes, except as otherwise permitted by this Agreement, and will not offer, sell or deliver the Notes (i) as 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 (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 Act, or to Accredited Institutions in transactions that are exempt from the registration requirements of the Act. 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 restrictions requirements of Regulation S. (d) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes (other than a sale pursuant to Rule 144A or to Accredited Institutions in transactions that are exempt from the registration requirements of the Act), it will have sent to each distributor, dealer or person receiving a 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 "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 Exempt Resales offering or the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the 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 original distribution or delivery of the Notes, except with its affiliates or with the prior written consent of the Company. (e) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the Initial Notes, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the Notes in, from or otherwise involving the United States to, or for the account or benefit of, U.S. PersonsKingdom, and that they (iii) it has only issued or passed on and will send to each distributor, dealer, only issue or other person receiving a selling concession or similar fee to which they sell pass on in the Initial Notes United Kingdom any document received by it in reliance on Regulation S during connection with the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales issuance of the Initial Notes within to a person who is of a kind described in Article 11(3) of the United States Financial Services Xxx 0000 (Investment Advertisements) (Exemptions) Order 1995 or to, is a person to whom the document may otherwise lawfully be issued or for the account or benefit of, U.S. Personspassed on. (df) Such Initial Purchaser agrees not to cause any advertisement of the Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Notes, except such advertisements as may be permitted by Regulation S. (g) The sale of the Series A Notes pursuant to Regulation S are "offshore transactions" and are not part of a plan or scheme to evade the registration provision of the Act. (h) Such Initial Purchasers understand Purchaser understands that the Issuers Company and, for purposes of the opinions to be delivered to you pursuant to Section 7 hereof, counsel to the Issuers Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and agreements in this Section 2 and you hereby 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. The Each Initial Purchasers Purchaser further agree agrees that, in connection with the Exempt Resales, they it will solicit offers to buy the Initial Series A Notes only from, and will offer to sell the Initial Series A Notes only to, the Eligible Purchasers in Exempt Resales.

Representations, Warranties and Agreements of the Initial Purchasers. The Each of the Initial Purchasers represent, warrant represents and agree warrants that: (a) The Initial Purchasers are QIBs It 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 Series A Notes. (b) The Initial Purchasers It (i) are is not acquiring the Initial Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Initial Series A Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (ii) in connection with the Exempt Resales, will solicit offers to buy the Series A Notes only from from, and will offer to sell the Series A Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iii) will not offer or sell the Series A Notes pursuant to, nor have they has it offered or sold the Series A 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 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)) in connection with the offering of the Series A Notes. (c) The It understands that the Series A Notes have not been and will not be registered under the 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 pursuant to an exemption from the registration requirements of the Act or outside the U.S. or to, or for the account or benefit of non-U.S. persons in accordance with Regulation S. Each Initial PurchasersPurchaser represents that it has not offered, shall notsold or delivered the Series A Notes, except as otherwise permitted by this Agreement, and will not offer, sell or deliver the Series A Notes (i) as part of its distribution at any time or (ii) otherwise until one year 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 "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 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(c) of Regulation S with respect to the Series A 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. (d) Each Initial Purchaser agrees that at or before confirmation of all sales of the Series A Notes pursuant to Regulation S, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Series A Notes from it during the Distribution Compliance 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, as amended (the "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 Exempt Resales offering or the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Act. Terms used above have the meanings assigned to them in Regulation S." Each Initial Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the original issue date distribution or delivery of the Initial Series A Notes, within except with its affiliates or with the United States toprior written consent of the Company. (e) Each Initial Purchaser agrees not to cause any advertisement of the Series A Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Series A Notes, or for the account or benefit of, U.S. Persons, and that they will send to each distributor, dealer, or other person receiving a selling concession or similar fee to which they sell the Initial Notes in reliance on except such advertisements as may be permitted by Regulation S during the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and S. (f) The sales of the Initial Series A Notes within pursuant to Regulation S are "offshore transactions" and are not part of a plan or scheme to evade the United States or to, or for registration provisions of the account or benefit of, U.S. PersonsAct. (dg) The Each Initial Purchasers understand Purchaser understands that the Issuers Company and, for purposes of the opinions to be delivered to you pursuant to Section 7 hereof, counsel to the Issuers Company and counsel to the Initial Purchasers, Purchasers will rely upon the accuracy and truth of the foregoing representations and agreements in this Section 2 and each of you hereby 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. The Initial Purchasers further agree that, in connection with the Exempt Resales, they will solicit offers to buy the Initial Notes only from, and will offer to sell the Initial Notes only to, the Eligible Purchasers in Exempt Resales.

Representations, Warranties and Agreements of the Initial Purchasers. The Initial Purchasers represent, warrant and agree that: (a) The Each of the Initial Purchasers are QIBs hereby represents and warrants to the Company and the Guarantors that it will offer the Series A Notes for sale upon the terms and conditions set forth in this Agreement and in the Offering Memorandum. Each of the Initial Purchasers hereby represents and warrants to, and agrees with, the Company and the Guarantors that 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 Series A Notes. (b) The Initial Purchasers (i) are not acquiring the Initial Notes with a view to any distribution thereof or with any present intention of offering or selling any of the 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; (ii) is purchasing the Series A Notes pursuant to a private sale exempt from registration under the Securities Act; (iii) in connection with the Exempt Resales, will solicit offers to buy the Series A Notes only from from, and will offer to sell the Series A Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iiiiv) will not offer or sell the Notes pursuant toSeries A Notes, nor have they has it offered or sold the Series A 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 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(2) of the Securities Act) of the Series A Notes. (cb) The Each of the Initial PurchasersPurchasers understands that the Series A 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, shall notor for the account or benefit of, U.S. persons except as otherwise permitted by this Agreementpursuant to an exemption from the registration requirements of the Securities Act or outside the U.S. in accordance with Regulation S or to, or for the account or benefit of, non-U.S. persons in accordance with Regulation S. Each of the Initial Purchasers represents and agrees that it has not offered, sold or delivered the Series A Notes, and will not offer, sell or deliver the Series A Notes (i) as 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 or another applicable exemption. Accordingly, each of the Initial Purchasers 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 Series A 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. (c) Each of the Initial Purchasers agrees that at or prior to confirmation of all sales of the Series A Notes pursuant to Regulation S, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Series A 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 Exempt Resales and offering or the original issue date 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." Each of the Initial Purchasers further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Series A Notes, within except with its affiliates or with the United States to, or for the account or benefit of, U.S. Persons, and that they will send to each distributor, dealer, or other person receiving a selling concession or similar fee to which they sell the Initial Notes in reliance on Regulation S during the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales prior written consent of the Initial Notes within the United States or to, or for the account or benefit of, U.S. PersonsCompany. (d) The Each of the Initial Purchasers understand agrees not to cause any advertisement of the Series A Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Series A Notes, except such advertisements as may be permitted by Regulation S. (e) The sales of the Series A 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. (f) Each of the Initial Purchasers understands that the Issuers Company and, for purposes of the opinions to be delivered to you pursuant to Section 7 8 hereof, counsel to the Issuers Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and agreements in this Section 2 and you hereby consent to such reliance. (g) Each of the Initial Purchasers understands that the Company and the Guarantors and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 8(d) and 8(e) hereof, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements and the Initial Purchasers hereby consent to such reliance. (h) Each Initial Purchaser represents and agrees that (i) it has not offered or sold, and prior to the date which is six months after the issue date of the Series A Notes will not offer or sell, any Series A Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the of the Public Offers of Securities Regulations 1995 ("POSR"); (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA") with respect to anything done by it in relation to the Series A Notes in, from or otherwise involving the United Kingdom; and (iii) it has only communicated or caused to 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 FSMA) received by it in connection with the issue or sale of any Series A Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company. The terms used in this Section 2 3 that have meanings assigned to them in Regulation S are used herein as so defined. The Initial Purchasers further agree that, in connection with the Exempt Resales, they will solicit offers to buy the Initial Notes only from, and will offer to sell the Initial Notes only to, the Eligible Purchasers in Exempt Resales.

Representations, Warranties and Agreements of the Initial Purchasers. The Each Initial Purchasers represent, warrant Purchaser represents and agree warrants with respect to itself that: (a) The Such Initial Purchasers are QIBs Purchaser is either a QIB or an Accredited Institution, in either case with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) The Such Initial Purchasers Purchaser (i) are is not acquiring the Initial Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Initial Series A Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (ii) in connection with the Exempt Resales, will solicit offers to buy the Notes only from from, and will offer to sell the Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iii) will not offer or sell the Notes pursuant toNotes, nor have they 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 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)) in connection with the offering of the Series A Notes. (c) The Notes have not been and will not be registered under the 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 Act or pursuant to an exemption from the registration requirements of the Act. The Initial PurchasersPurchasers represent that they have not offered, shall notsold or delivered the Notes, except as otherwise permitted by this Agreement, and will not offer, sell or deliver the Notes (i) as 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 (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 Act, or to Accredited Institutions in transactions that are exempt from the registration requirements of the Act. 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 901(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 restrictions requirements of Regulation S. (d) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes (other than a sale pursuant to Rule 144A or to Accredited Institutions in transactions that are exempt from the registration requirements of the Act), it will have sent to each distributor, dealer or person receiving a 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 Exempt Resales 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 original distribution or delivery of the Notes, except with its affiliates or with the prior written consent of the Company. (e) Such Initial Purchaser further represents and agrees that (i) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiry of the period of six months from the issue date of the Initial Notes, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to thx Xxxxx xn, from or otherwise involving the United States to, or for the account or benefit of, U.S. PersonsKingdom, and that they (iii) it has only issued or passed on and will send only issue or pass on in the United Kingdom any document received by it in connection with the issuance of the Notes to each distributora person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or xx x xxrson to whom the document may otherwise lawfully be issued or passed on. (f) Such Initial Purchase agrees not to cause any advertisement of the Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Notes, dealer, or other person receiving a selling concession or similar fee to which they sell except such advertisements as include the Initial Notes in reliance on statements required by Regulation S during the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and S. (g) The sales of the Initial Series A Notes within pursuant to Regulation S are "offshore transactions" and are not part of a plan or scheme to evade the United States or to, or for registration provisions of the account or benefit of, U.S. PersonsAct. (dh) The Such Initial Purchasers understand Purchaser understands that the Issuers Company and, for purposes of the opinions to be delivered to you pursuant to Section 7 hereof, counsel to the Issuers Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and agreements in this Section 2 and you hereby 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. The Each Initial Purchasers Purchaser further agree agrees that, in connection with the Exempt Resales, they it will solicit offers to buy the Initial Series A Notes only from, and will offer to sell the Initial Series A Notes only to, the Eligible Purchasers in Exempt Resales.

Representations, Warranties and Agreements of the Initial Purchasers. The Each Initial Purchasers represent, warrant Purchaser represents and agree warrants with respect to itself that: (a) The Such Initial Purchasers are QIBs Purchaser is a QIB under the Securities Act (each, an "Accredited Institution"), in either case with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes. (b) The Such Initial Purchasers Purchaser (i) are is not acquiring the Initial Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Initial Notes Series A Notes, in each case 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; (ii) in connection with the Exempt Resales, will solicit offers to buy the Series A Notes only from from, and will offer to sell the Series A Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Offering Memorandum; and (iii) will not offer or sell the Notes pursuant toSeries A Notes, nor have they has it offered or sold the Series A 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 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)) in connection with the offering of the Series A Notes. (c) The Series A 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. The Initial PurchasersPurchasers represent that they have not offered, shall notsold or delivered the Series A Notes, except as otherwise permitted by this Agreement, and will not offer, sell or deliver the Initial Series A Notes (i) as part of their its distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Exempt Resales offering of the Series A Notes and the original issue date of Closing Date (such period, the Initial Notes"Restricted Period"), within the United States to, or for the account or benefit of, U.S. Persons, and that they will send to each distributor, dealer, or other person receiving a selling concession or similar fee to which they sell the Initial Notes in reliance on Regulation S during the 40-day distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Initial Notes within the United States or to, or for the account or benefit ofof U.S. persons, U.S. Persons.except in accordance with Rule 144A under the Securities Act or in transactions that are exempt from the registration requirements of the Securities Act. Accordingly, each Initial Purchaser represents and agrees that neither it, nor any of its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts within the meaning of Rule 901(b) of Regulation S with respect to the Series A Notes, and it, 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 Series A Notes (other than a sale pursuant to Rule 144A in transactions that are exempt from the registration requirements of the Securities Act), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Series A 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 Series A Notes, except with its affiliates or with the prior written consent of the Company. (e) Each Initial Purchaser hereby represents and warrants to, and agrees with, the company that (i) it and each of its affiliates have not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the Closing Date, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it 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 Notes 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 and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. (f) Such Initial Purchaser agrees not to cause any advertisement of the Series A Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Series A Notes, except such advertisements as include the statements required by Regulation S. (g) The sales of the Series A 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. (h) Such Initial Purchasers understand Purchaser understands that the Issuers Company and, for purposes of the opinions to be delivered to you pursuant to Section 7 8 hereof, counsel to the Issuers Company, General Counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and agreements in this Section 2 and you hereby 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. The Each Initial Purchasers Purchaser further agree agrees that, in connection with the Exempt Resales, they it will solicit offers to buy the Initial Series A Notes only from, and will offer to sell the Initial Series A Notes only to, the Eligible Purchasers in Exempt Resales.