LENNAR CORP /NEW/
PURCHASE AGREEMENT
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<TYPE>EX-10.3
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<FILENAME>dex103.htm
<DESCRIPTION>PURCHASE AGREEMENT
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<TITLE>Purchase Agreement</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit No.&nbsp;10.3 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>LENNAR CORPORATION </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>$500,000,000 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>5.95% Senior Notes due 2011 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>6.50% Senior Notes due 2016 </B></FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Purchase Agreement </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">New York, New York
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">April&nbsp;19, 2006 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Deutsche Bank Securities
Inc. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">UBS Securities LLC </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">BNP Paribas Securities Corp.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Calyon Securities (USA) Inc. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">SunTrust Capital Markets, Inc.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">c/o UBS Securities LLC </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">677 Washington Blvd. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Stamford, CT 06901 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Ladies and Gentlemen: </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Lennar Corporation, a corporation organized under the laws of Delaware (the &#147;<U>Company</U>&#148;), hereby confirms its agreement with the initial
purchasers named on Schedule I hereto (each, an &#147;<U>Initial Purchaser</U>&#148; and collectively, the &#147;<U>Initial Purchasers</U>&#148;) for whom Deutsche Bank Securities Inc. and UBS Securities LLC (the &#147;<U>Representatives</U>&#148;)
are acting as representatives, as set forth below. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Subject to the terms and conditions herein contained, the Company proposes to issue and
sell to the Initial Purchasers $250,000,000 aggregate principal amount of the Company&#146;s 5.95% Senior Notes due 2011 (the &#147;<U>2011 Notes</U>&#148;) and $250,000,000 aggregate principal amount of the Company&#146;s 6.50% Senior Notes due
2016 (the &#147;<U>2016 Notes</U>&#148; and, together with the 2011 Notes, the &#147;<U>Notes</U>&#148;). The Notes are to be issued pursuant to the terms of Indentures (the &#147;<U>Indentures</U>&#148;) among the Company, the Guarantors (as
defined below) and J.P. Morgan Trust Company, N.A. as trustee (the &#147;<U>Trustee</U>&#148;). The Notes will be unconditionally guaranteed (collectively, the &#147;<U>Guarantees</U>&#148;) jointly and severally, by each of the direct or indirect
subsidiaries of the Company listed on <U>Schedule II</U> hereto (the &#147;<U>Guarantors</U>&#148;). The Notes and the Guarantees are collectively referred to herein as the &#147;<U>Securities</U>.&#148; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Securities will be offered and sold to you without being registered under the Securities Act of 1933, as amended (the &#147;<U>Act</U>&#148;), in
reliance on exemptions therefrom. </FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">In connection with the sale of the Securities, the Company has prepared an offering memorandum dated
April&nbsp;19, 2006 (including the information incorporated by reference therein, the &#147;<U>Memorandum</U>&#148;), setting forth or incorporating a description of the terms of the Securities, the terms of the offering of the Securities, a
description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements incorporated by reference therein. Unless stated to the contrary, all references herein to
the Memorandum are to the Memorandum on the date hereof and shall not be deemed to include any amendment or supplement thereto subsequent to the date hereof or any information filed under the Securities Exchange Act of 1934, as amended (the
&#147;<U>Exchange Act</U>&#148;) subsequent to the date hereof which is incorporated by reference therein and any references herein to the terms &#147;amend,&#148; &#147;amendment&#148; or &#147;supplement&#148; with respect to the Memorandum shall
be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof which is incorporated by reference therein. The Company hereby confirms that it has authorized the use of the Memorandum, and any amendment
or supplement thereto, in connection with the resale of the Securities by the Initial Purchasers. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Company understands that the Initial
Purchasers propose to make an offering of the Securities only on the terms and in the manner set forth in the Memorandum and Section&nbsp;8 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered,
to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers (&#147;<U>Qualified Institutional Buyers</U>&#148; or &#147;<U>QIBs</U>&#148;) as defined in Rule 144A under the Act, as such rule
may be amended from time to time (&#147;<U>Rule 144A</U>&#148;), and outside the United States to certain persons in reliance on Regulation S under the Act (&#147;<U>Regulation S</U>&#148;). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Initial Purchasers and the direct and indirect transferees of (i)&nbsp;the 2011 Notes and the related Guarantees and (ii)&nbsp;the 2016 Notes and the
related Guarantees will each be entitled to the benefits of Registration Rights Agreements, substantially in the form attached hereto as <U>Exhibit A</U> and <U>Exhibit B</U>, respectively (together, the &#147;<U>Registration Rights
Agreements</U>&#148;), each to be dated as of the Closing Date (as defined in Section&nbsp;3 below), pursuant to which the Company will agree, among other things, to file one or more registration statements (each, a &#147;<U>Registration
Statement</U>&#148;) with the Securities and Exchange Commission (the &#147;<U>Commission</U>&#148;) registering under the Act resales of the Securities or the exchange by the Company of Exchange Notes (as defined in the applicable Registration
Rights Agreement) and the guarantees of the Exchange Notes for the applicable Securities. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <U>Representations and Warranties of the
Company</U>. The Company represents and warrants to, and agrees with, each Initial Purchaser as set forth below in this Section&nbsp;1: </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(a) Neither the Memorandum nor any amendment or supplement thereto as of the date thereof and at all times subsequent thereto up to the Closing Date contained or will contain any untrue statement of a material fact or omitted or will omit
to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 1(a) do not apply to
statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Initial Purchaser through the Representatives specifically for inclusion in the Memorandum (or any supplement
thereto). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) The Company has been duly incorporated, is validly existing as a corporation in good standing under
the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Memorandum and is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) Each
consolidated subsidiary of the Company has been duly incorporated or organized, is validly existing as an entity in good standing under the laws of the jurisdiction of its incorporation or organization, has the power and authority to own its
property and to conduct its business as described in the Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent of failures to qualify that could not in the aggregate reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company
and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each consolidated subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as described in the
Memorandum, are owned directly or indirectly by the Company free and clear of all liens, encumbrances, equities or claims. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) This
Agreement has been duly authorized, executed and delivered by the Company; the Indentures have been duly authorized and, assuming due authorization, execution and delivery thereof by the Trustee, when executed and delivered by the Company and the
Guarantors, will constitute legal, valid and binding instruments enforceable against each of the Company and the Guarantors in accordance with their terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors&#146; rights generally from time to time in effect and to general principles of equity); the Notes have been duly authorized, and, when executed and authenticated in accordance with the
provisions of the applicable Indenture and delivered to and paid for by the Initial Purchasers, will have been duly executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Company entitled to the
benefits of the applicable Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors&#146; rights generally from time to time in effect and to general
principles of equity). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) The Exchange Notes and the Private Exchange Notes (as such term is defined in the Registration Rights
Agreements), if and when issued, shall be in the form contemplated by the applicable Indenture. The Exchange Notes and the Private Exchange Notes, if and when executed by the Company and authenticated by the Trustee in accordance with the provisions
of the applicable Indenture and, if and when issued and delivered in exchange for the Securities in accordance with the applicable Registration Rights Agreement, will have been duly executed, issued and delivered and shall constitute valid and
legally binding obligations of the Company (assuming the due authorization, execution and delivery of the applicable Indenture by the Trustee and the due authorization and delivery of the Securities, the Exchange Notes and the Private Exchange Notes
by the Trustee in accordance with the applicable Indenture), entitled to the benefits of the applicable Indenture, and enforceable against the Company in accordance with their terms (subject, as to the enforcement of remedies, to applicable
bankruptcy, reorganization, </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


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<FONT FACE="Times New Roman" SIZE="2">insolvency, moratorium or other laws affecting creditors&#146; rights generally from time to time in effect and to general principles of equity). </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) The Guarantees and the guarantees of the Exchange Notes and the Private Exchange Notes, if and when issued, will be in the form contemplated by
the applicable Indenture. The Guarantees and the guarantees of the Exchange Notes have been duly authorized and, when executed and delivered by each of the Guarantors in accordance with the provisions of the applicable Indenture, will have been duly
executed, issued and delivered and will constitute valid and legally binding obligations of the Guarantors, entitled to the benefits of the applicable Indenture and enforceable against the Guarantors in accordance with their terms (subject, as to
the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors&#146; rights generally from time to time in effect and to general principles of equity). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(g) The Registration Rights Agreements have been duly authorized and, assuming due authorization, execution and delivery thereof by the Initial
Purchasers, when executed and delivered by the Company and the Guarantors, will constitute legal, valid and binding instruments enforceable against each of the Company and the Guarantors in accordance with their terms (subject, as to the enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors&#146; rights generally from time to time in effect and to general principles of equity). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(h) Each of the Indentures, the Securities, and the Registration Rights Agreements conforms in all material respects to the description thereof contained
in the Memorandum. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) The authorized capital stock of the Company conforms as to legal matters to the description thereof contained or
incorporated by reference in the Memorandum. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(j) The shares of Class&nbsp;A Common Stock and Class B Common Stock outstanding have been
duly authorized and are validly issued, fully paid and non-assessable; and the holders of the outstanding shares of capital stock of the Company are not entitled to any preemptive or other rights to subscribe for the capital stock or any other
securities of the Company; and, except as set forth in the Memorandum or otherwise disclosed in writing to the Initial Purchasers, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any
obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(k) No
consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except (i)&nbsp;the qualification of the Indentures under the Trust Indenture Act
as contemplated by the Registration Rights Agreements, (ii)&nbsp;in the case of performance of the Registration Rights Agreements, filing with the Commission of and the receipt of an order of the Commission declaring the Exchange Offer Registration
Statement or the Shelf Registration Statement (each as defined in the Registration Rights Agreements) effective and (iii)&nbsp;such additional steps as may be required under state securities or blue sky laws. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(l) Neither the issue and sale of the Securities nor the consummation of any other of the transactions
herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or result in imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries
pursuant to, (i)&nbsp;the charter or by-laws of the Company or any of its subsidiaries, (ii)&nbsp;the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument to which the Company or any of its subsidiaries is a party or by which it is bound or to which its or their property is subject, or (iii)&nbsp;any statute, law, rule, regulation, judgment, order or decree applicable to the
Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except as
set forth in the Memorandum. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(m) There has not occurred any material adverse change, or any development, which insofar as can reasonably
be foreseen, involves a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Memorandum (exclusive
of any amendments or supplements thereto subsequent to the date of this Agreement). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(n) No action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i)&nbsp;could reasonably be expected to
have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii)&nbsp;could reasonably be expected to have a material adverse effect on the condition (financial or
otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Memorandum
(exclusive of any supplement thereto). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(o) The consolidated historical financial statements and schedules of the Company and its
consolidated subsidiaries included or incorporated by reference in the Memorandum present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Company and its subsidiaries as of the dates
and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved
(except as otherwise noted therein). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(p) Deloitte&nbsp;&amp; Touche LLP, who have certified certain consolidated financial statements of
the Company and its subsidiaries and delivered their report with respect to the audited consolidated financial statements and schedules included or incorporated by reference in the Memorandum, are independent registered public accountants within the
meaning of the Public Company Accounting Oversight Board Act with respect to the Company within the meaning of the Act and the applicable published rules and regulations thereunder. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(q) Each of the Company and its subsidiaries has good and marketable title to all real property described in the Memorandum as being owned by it and good
and marketable title to the leasehold estate in the real property described therein as being leased by it, free and </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">5 </FONT></P>


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<FONT FACE="Times New Roman" SIZE="2">clear of all liens, charges, encumbrances or restrictions, except, in each case, as described in the Memorandum or such as would not, individually or in the
aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course
of business, except as set forth in or contemplated in the Memorandum (exclusive of any supplement thereto). All leases, contracts and agreements, including those referred to in the Memorandum to which the Company or any of its subsidiaries is a
party or by which any of them is bound are valid and enforceable against the Company or any such subsidiary, are valid and enforceable against the other party or parties thereto and are in full force and effect, except where the failure to be valid
and enforceable against the other party or other parties thereto or to be in full force and effect would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its
subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Memorandum (exclusive of any supplement thereto). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(r) Neither the Company nor any subsidiary is in violation or default of (i)&nbsp;any provision of its charter or bylaws, (ii)&nbsp;the terms of any
indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii)&nbsp;any statute,
law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable,
except, in the cases of clauses (ii)&nbsp;and (iii)&nbsp;for such violations and defaults that would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or
properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. No holders of any series of outstanding securities of the Company have (x)&nbsp;directly notified the
Company or, to the Company&#146;s knowledge, notified the Trustee of any default with respect to such securities or (y)&nbsp;declared the principal and accrued interest, if any, on such securities to be due and payable. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(s) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or
foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization
or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and
its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Memorandum (exclusive of any supplement thereto). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(t) The Company is not and, after giving effect to the offering and the sale of the Securities and the application of the proceeds thereof as described
in the Memorandum, will not be an &#147;investment company&#148; as such term is defined in the Investment Company Act of 1940, as amended. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">6 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(u) The Company has filed all foreign, federal, state and local tax returns that are required to be filed
or has requested extensions thereof (except in any case in which the failure so to file would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its
subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Memorandum (exclusive of any supplement thereto) and has paid all taxes required to be paid by
it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a
material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Memorandum (exclusive of any supplement thereto). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(v) No labor problem or dispute with the
employees of the Company or any of its subsidiaries exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries&#146; principal suppliers,
contractors or customers, that could have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set forth in or contemplated in the Memorandum (exclusive of any supplement thereto). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(w) The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of
insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with
the terms of such policies and instruments in all material respects; and there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a
reservation of rights clause; neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the condition (financial or
otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Memorandum
(exclusive of any supplement thereto). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(x) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any
dividends to the Company, from making any other distribution on such subsidiary&#146;s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary&#146;s property
or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Memorandum (exclusive of any supplement thereto). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(y) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient
to provide reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#146;s general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset accountability; (iii)&nbsp;access to assets is permitted only in accordance with management&#146;s general or specific authorization; and (iv)&nbsp;the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(z) The Company and its subsidiaries are (i)&nbsp;in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment
or hazardous or toxic substances or wastes, pollutants or contaminants (&#147;<U>Environmental Laws</U>&#148;), (ii)&nbsp;have received and are in compliance with all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii)&nbsp;have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes,
pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the
condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or
contemplated in the Memorandum (exclusive of any supplement thereto). Except as set forth in the Memorandum (exclusive of any supplement thereto), neither the Company nor any of the subsidiaries has been named as a &#147;potentially responsible
party&#148; under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(aa) In the ordinary
course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and
liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities
and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a material adverse effect on the condition
(financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the
Memorandum (exclusive of any supplement thereto). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(bb) Each of the Company and its subsidiaries has fulfilled its obligations, if any,
under the minimum funding standards of Section&nbsp;302 of the United States Employee Retirement Income Security Act of 1974 (&#147;<U>ERISA</U>&#148;) and the regulations and published interpretations thereunder with respect to each
&#147;plan&#148; (as defined in Section&nbsp;3(3) of ERISA and such regulations and published interpretations) in which employees of the Company and its subsidiaries are eligible to participate and each such plan is in compliance in all material
respects with the presently applicable provisions of ERISA and such regulations and published </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">interpretations. The Company and its subsidiaries have not incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the
payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(cc) The subsidiaries listed on Annex A attached
hereto are the only significant subsidiaries of the Company as defined by Rule 1-02 of Regulation S-X. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(dd) The Company and its
subsidiaries own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets,
technology, know-how and other intellectual property (collectively, the &#147;<U>Intellectual Property</U>&#148;) necessary for the conduct of the Company&#146;s business in all material respects as now conducted or as proposed in the Memorandum to
be conducted. There are no conflicting rights of third parties to any such Intellectual Property; there is no material infringement by third parties of any such Intellectual Property; there is no pending or, to the Company&#146;s best knowledge,
threatened action, suit, proceeding or claim by others challenging the Company&#146;s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; there is no pending
or, to the Company&#146;s best knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any
such claim; there is no pending or, to the Company&#146;s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights
of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Intellectual
Property described in the Memorandum as being owned by or licensed to the Company or that interferes with the issued or pending claims of any such Intellectual Property; and there is no prior art of which the Company is aware that may render any
U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ee) Except as disclosed in the Memorandum, the Company does not have any material lending or other relationship with any bank or lending affiliate of
any of the Initial Purchasers. The Company intends to use the proceeds from the sale of the Securities hereunder for the purposes described in the Memorandum under the caption &#147;Use of Proceeds.&#148; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ff) Neither the offering or sale of the Securities as contemplated by this Agreement nor the filing of any Registration Statement contemplated by the
Registration Rights Agreements, gives rise or shall give rise to any rights, other than those that have been waived or satisfied, for or relating to the registration of any securities of the Company or the Guarantors. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(gg) The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are
defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company&#146;s chief executive officer and its
chief financial officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">were established; such internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial
reporting and of the preparation of financial statements in accordance with generally accepted accounting principles and are effective to perform the functions for which they are designed; since the date of the most recent evaluation of internal
controls over financial reporting, there have been no significant changes in disclosure controls and procedures and internal control over financial reporting or in other factors that could significantly affect disclosure controls and procedures and
internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officers and principal financial officers of the Company have made all
certifications required by the Sarbanes-Oxley Act of 2002 (the &#147;<U>Sarbanes-Oxley Act</U>&#148;) and any related rules and regulations promulgated by the Commission, and the statements contained in any such certification are complete and
correct; and the Company is and, to the knowledge of the Company, all of its directors and executive officers (in their capacity as such) are, otherwise in compliance with all applicable provisions of the Sarbanes-Oxley Act that are effective.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(hh) Neither the Company nor any of the Guarantors or any of their respective Affiliates (as defined in Rule 501(b) of Regulation D under
the Act) has directly, or through any agent, (i)&nbsp;sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any &#147;security&#148; (as defined in the Act) which is or could be integrated with the sale of the
Securities in a manner that would require the registration under the Act of the Securities or (ii)&nbsp;engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the
offering of the Securities or in any manner involving a public offering within the meaning of Section&nbsp;4(2) of the Act. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) Assuming
the accuracy of the representations and warranties of the Initial Purchasers in Section&nbsp;8 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers in the manner contemplated by this
Agreement to register any of the Securities under the Act or to qualify the Indentures under the Trust Indenture Act. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(jj) No securities
of the Company or any Guarantor are of the same class (within the meaning of Rule 144A under the Act) as the Securities and listed on a national securities exchange registered under Section&nbsp;6 of the Exchange Act, or quoted in a U.S. automated
inter-dealer quotation system. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(kk) Neither the Company nor any of the Guarantors has taken, nor will any of them take, directly or
indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the price of the Securities. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(ll) Except as disclosed in the Memorandum, there are no business relationships or related party transactions which would be required to be disclosed in a registration statement under the Act by Item&nbsp;404 of
Regulation S-K of the Commission, and each description in the Memorandum of a business relationship or related party transaction is a fair and accurate description of the relationships and transactions so described in all material respects.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(mm) Neither the Company nor any of the Guarantors or any of their respective Affiliates nor any person
acting on its or their behalf (other than the Initial Purchasers) has engaged in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities; each of the Company, the Guarantors and their respective
Affiliates and any person acting on its or their behalf (other than the Initial Purchasers) have complied with the offering restrictions requirement of Regulation S. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(nn) The Company is subject to the reporting requirements of Section&nbsp;13 or Section&nbsp;15(d) of the Exchange Act and is eligible to file a Registration Statement on Form S-3. Each document filed, or to be filed
prior to the closing of transactions contemplated by this Agreement, by the Company pursuant to the Exchange Act and incorporated, or to be incorporated, by reference in the Memorandum (or any amendment or supplement thereto) at the time filed with
the Commission conformed, or will conform, in all material respects with the Exchange Act and the applicable rules and regulations thereunder. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(oo) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Any certificate signed by any officer
of the Company and delivered to the Initial Purchasers or counsel for the Initial Purchasers in connection with the offering of the Securities shall be deemed a representation and warranty by the Company as to matters covered thereby, to each
Initial Purchaser. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>Purchase and Sale</U>. Subject to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, the aggregate principal amount of the Securities set forth opposite such
Initial Purchaser&#146;s name in <U>Schedule I</U> hereto, (i)&nbsp;in the case of the 2011 Notes, at a purchase price of 99.466% of their principal amount, plus accrued interest and (ii)&nbsp;in the case of the 2016 Notes, at a purchase price of
99.573% of their principal amount, plus accrued interest. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Company acknowledges and agrees that each Initial Purchaser in providing
investment banking services to the Company in connection with the offering of the Notes, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor on an arm&#146;s length basis and not as a
fiduciary and the Company does not intend such Initial Purchaser to act in any capacity other than independent contractor, including as a fiduciary or in any other position of higher trust. The Company shall be responsible for making its own
independent investigation and appraisal of the transactions contemplated by this Agreement and the Initial Purchasers shall have no responsibility or liability with respect thereto. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>Delivery and Payment</U>. Delivery of and payment for the Securities shall be made at 10:00 AM, New York City time, on April&nbsp;26, 2006, or at
such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in
Section&nbsp;10 hereof (such date and time of delivery and payment for the Securities being herein called the &#147;<U>Closing Date</U>&#148;). One or more global securities representing the Securities shall be registered by the Trustee in the name
of the nominee of The </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">Depository Trust Company (&#147;<U>DTC</U>&#148;), Cede&nbsp;&amp; Co., credited to the accounts of such of its participants as the Representatives shall
request, upon notice to the Company at least 48 hours prior to the Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchasers duly paid, and deposited with the Trustee as custodian for
DTC on the Closing Date, against payment by or on behalf of the Initial Purchasers to the account of the Company of the aggregate purchase price therefor by wire transfer in immediately available funds. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <U>Offering by the Initial Purchasers</U>. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(a) It is understood that the Initial Purchasers will offer and sell the Securities in accordance with this Section as soon as they deem it advisable to do so. The Securities are to be initially offered at the offering price set forth in
the Memorandum. The Initial Purchasers may from time to time thereafter change the price and other selling terms. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) Each Initial
Purchaser severally represents and agrees that neither it nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act). </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) Each Initial Purchaser also severally represents and agrees that it has not entered and will not enter into any contractual arrangement with any
distributor with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">5. <U>Agreements</U>. The Company agrees with the Initial Purchasers that: </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) The Company will cooperate
with the Initial Purchasers in arranging for the qualification of the Securities for offering and sale under the securities or blue sky laws of such jurisdictions as the Initial Purchasers may designate and will continue such qualification in effect
for as long as may be necessary to complete the resale of the Securities by the Initial Purchasers; <U>provided</U>, <U>however</U>, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to execute a
general consent to service of process in any jurisdiction. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) If, at any time prior to the completion of the sale by the Initial
Purchasers of the Securities or the Private Exchange Notes, any event occurs or information becomes known as a result of which the Memorandum as then amended or supplemented would include an untrue statement of a material fact, or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Memorandum in order to comply
with applicable law, the Company will promptly notify the Representatives thereof and will prepare, at the Company&#146;s expense, an amendment or supplement to the Memorandum that corrects such statement or omission or effects such compliance.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) The Company will, without charge, provide to the Initial Purchasers and to counsel for the Initial Purchasers as many copies of the
Memorandum, any documents incorporated by reference therein any amendment or supplement thereto, as the Initial Purchasers may reasonably request. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) The Company shall apply the net proceeds from the sale of the Securities as set forth under &#147;Use
of Proceeds&#148; in the Memorandum. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) For so long as any Securities remain outstanding, the Company will furnish to the Initial
Purchasers copies of all reports and other communications (financial or otherwise) furnished by the Company to the Trustee or the holders of the Securities and, as soon as available, copies of any reports or financial statements filed by the Company
with the Commission or furnished to any national securities exchange on which any class of securities of the Company may be listed. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f)
Neither the Company, any of the Guarantors nor any of their respective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any &#147;security&#148; (as defined in the Act) that could be integrated with
the sale of the Securities in a manner that would require the registration under the Act of the Securities. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(g) The Company will not, and
will not permit any of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or in any manner involving a
public offering within the meaning of Section&nbsp;4(2) of the Act. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(h) The Company will furnish to the Initial Purchasers a copy of each
proposed amendment or supplement to the Memorandum, and not use any such proposed amendment or supplement to which the Initial Purchasers reasonably object in writing; after the date hereof and prior to the completion of the distribution of the
Securities by the Initial Purchasers (as determined by the Initial Purchasers), and the Company will not file any document under the Exchange Act which is incorporated by reference in the Memorandum, in each case unless the Initial Purchasers
previously have been advised of, and furnished with a copy within a reasonable period of time prior to, the proposed filing. The Company will advise the Initial Purchasers of the time when any amendment or supplement to the Memorandum has been made
or when any document filed under the Exchange Act which is incorporated by reference in the Memorandum has been filed with the Commission and will provide evidence satisfactory to the Initial Purchasers of each such amendment, supplement or filing.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) The Company will not, nor will it permit any of its Affiliates (as defined in Rule 501(b) under the Act) to, during the two-year
period following the Closing Date, resell any Securities that have been acquired by any of them. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(j) Except as contemplated by the
Registration Rights Agreements, neither the Company, nor any of their respective Affiliates, nor any authorized person acting on its or their behalf will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any
security, under circumstances that would require the registration of the Securities or the Exchange Notes and guarantees of the Exchange Notes issuable upon exchange thereof under the Act. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(k) So long as any of the Securities are &#147;restricted securities&#148; within the meaning of Rule 144(a)(3) under the Act, the Company will, during
any period in which it is not subject to and in compliance with Section&nbsp;13 or 15(d) of the Exchange Act, provide to each </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">13 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such
holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time
of such restricted securities. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(l) The Company will cooperate with the Initial Purchasers and use all reasonable efforts to permit the
Securities to be eligible for clearance and settlement through the facilities of DTC and such other clearance and settlement systems that the Initial Purchasers may designate. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(m) In connection with any Securities offered and sold in an offshore transaction (as defined in Regulation S), the Company will not register or permit
to be registered any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the form of definitive
securities. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(n) Neither the Company nor any of the Guarantors will take, directly or indirectly, any action designed to or which has
constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(o) The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, or
enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of
the Company or any person in privity with the Company or any affiliate of the Company, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of
Section&nbsp;16 of the Exchange Act, of any debt securities of the Company, other than commercial paper notes that are exempt from registration by reason of Section&nbsp;3(a)(3) of the Securities Act, for a period of 5 Business Days after the date
hereof. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6. <U>Conditions to the Obligations of the Initial Purchasers</U>. The obligations of the Initial Purchasers to purchase the
Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time (defined below) and the Closing Date pursuant to Section&nbsp;3 hereof, to the accuracy of the
statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) Clifford Chance US LLP shall have furnished to the Initial Purchasers their written opinion, addressed to the Initial Purchasers and dated the
Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, substantially to the effect set forth in Annex B hereto. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) The Initial Purchasers shall have received from Willkie Farr&nbsp;&amp; Gallagher LLP, counsel for
the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Initial Purchasers, with respect to the issuance and sale of the Securities, the Indentures, the Registration Rights Agreements and other related matters
as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) The Company shall have furnished to the Initial Purchasers a certificate of the Company, signed by the Chairman of the Board or the President and the
principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Memorandum and this Agreement and that: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same
effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) the sale of the Securities hereunder has not been enjoined (temporarily or permanently); and </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii) since the date of the most recent financial statements included or incorporated by reference in the Memorandum (exclusive of any
supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in
the ordinary course of business, except as set forth in or contemplated in the Memorandum (exclusive of any supplement thereto). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) The
Company shall have furnished to the Initial Purchasers a letter of Deloitte&nbsp;&amp; Touche LLP addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, substantially
to the effect set forth in Annex C hereto. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) Subsequent to the Execution Time or, if earlier, the dates as of which information is given
in the Memorandum (exclusive of any amendment thereof), there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company
and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Memorandum (exclusive of any supplement thereto) the effect of which is, in the sole
judgment of the Initial Purchasers, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Memorandum (exclusive of any amendment thereof). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company&#146;s debt securities by any
&#147;nationally recognized statistical </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">rating organization&#148; (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating
or of a possible change in any such rating that does not indicate the direction of the possible change. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(g) The issuance and sale of the
Securities pursuant to this Agreement shall not have been enjoined (temporarily or permanently), no restraining order or other injunctive order shall have been issued and no action, suit or proceeding shall have been commenced with respect to this
Agreement before any court or governmental authority. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(h) On the Closing Date, the Initial Purchasers shall have received the Registration
Rights Agreements executed by the Company and such agreements shall be in full force and effect at all times from and after the Closing Date. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(i) The Indentures shall have been duly executed and delivered by the Company and the Trustee, and the Securities shall have been duly executed by the Company, and the Securities shall have been duly authenticated by the Trustee.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(j) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and
documents as the Representatives may reasonably request. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If any of the conditions specified in this Section&nbsp;6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance
to the Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation
shall be given to the Company in writing or by telephone or facsimile confirmed in writing. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The documents required to be delivered by this
Section&nbsp;6 shall be delivered at the office of Willkie Farr&nbsp;&amp; Gallagher LLP, counsel for the Initial Purchasers, at 787 Seventh Avenue, New York, New York, on the Closing Date. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">7. <U>Reimbursement of Initial Purchasers&#146; Expenses</U>. The Company agrees to pay all costs and expenses incident to the performance of its
obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section&nbsp;11 hereof, including all costs and expenses incident to: (i)&nbsp;the printing, word
processing or other production of documents with respect to such transactions, including any costs of printing the Memorandum and any amendments or supplements thereto, and any blue sky memoranda, (ii)&nbsp;all arrangements relating to the delivery
to the Initial Purchasers of copies of the foregoing documents, (iii)&nbsp;the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv)&nbsp;the preparation (including printing), issuance
and delivery to the Initial Purchasers of the Securities, (v)&nbsp;the qualification of the Securities under state securities and blue sky laws, including filing fees and reasonable fees and disbursements of counsel for the Initial Purchasers
relating thereto, (vi)&nbsp;the expenses of the Company in connection with any meetings with prospective investors in the </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">Securities, (vii)&nbsp;the fees and expenses of the Trustee, including fees and expenses of its counsel, and (viii)&nbsp;any fees charged by investment
rating agencies for the rating of the Securities. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If the sale of the Securities provided for herein is not consummated because any
condition to the obligations of the Initial Purchasers set forth in Section&nbsp;6 hereof is not satisfied, because of any termination pursuant to Section&nbsp;11 hereof or because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Initial Purchasers, the Company will reimburse the Initial Purchasers severally through the Representatives on demand for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. <U>Offering of Securities, Restrictions on Transfer</U>. (a)&nbsp;Each of the Initial Purchasers, severally and not jointly, agrees with the Company
that (i)&nbsp;it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public
offering within the meaning of Section&nbsp;4(2) of the Act; and (ii)&nbsp;it has and will solicit offers for the Securities only from, and will offer and sell the Securities only to (A)&nbsp;in the case of offers inside the United States, persons
whom the Initial Purchasers reasonably believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers
or the Initial Purchasers reasonably believe, that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B)&nbsp;in the
case of offers outside the United States, to persons other than U.S. persons (&#147;non-U.S. purchasers,&#148; which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S.
beneficial owners (other than an estate or trust)); <U>provided</U>, <U>however</U>, that, in the case of this clause (B), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption
&#147;Notice to Investors; Transfer Restrictions&#148; contained in the Memorandum. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) Each of the Initial Purchasers represents and
warrants (as to itself only) with respect to offers and sales outside the United States of Securities that (i)&nbsp;it has and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers
such Securities or has in its possession or distributes any Memorandum or any other material, in all cases at its own expense; (ii)&nbsp;such Securities have not been and will 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 registration requirements of the Act; (iii)&nbsp;it has offered such Securities and will offer and sell such Securities (A)&nbsp;as
part of its distribution at any time and (B)&nbsp;otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S and, accordingly, neither it nor any persons acting
on its behalf have engaged or will engage in any &#147;directed selling efforts&#148; (within the meaning of Regulation S) with respect to the Securities, and any such persons have complied and will comply with the offering restrictions requirement
of Regulation S; and (iv)&nbsp;it agrees that, at or prior to confirmation of sales of such Securities, it will have sent to each distributor, dealer or person </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">receiving a selling concession, fee or other remuneration that purchases any of such Securities from it during the restricted period a confirmation or notice
to substantially the following effect: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;The Securities covered hereby have not been registered under the United States Securities Act
of 1933, as amended (the &#147;<U>Securities Act</U>&#148;), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i)&nbsp;as part of the distribution of the Securities at any time or
(ii)&nbsp;otherwise until 40 days after the later of the commencement of the offering and the closing date of the offering, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above
have the meaning given to them in Regulation S.&#148; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Terms used in this Section&nbsp;8 and not defined in this Agreement have the
meanings given to them in Regulation S. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) Each of the Initial Purchasers represents and warrants (as to itself only) that (i)&nbsp;it
has not offered or sold and, prior to or during the period of six months from the issuance of the Securities, will not offer or sell the Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances that do not constitute an offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995, (ii)&nbsp;it has complied with and will comply with all applicable provisions of the Financial Services Act 1986 of Great Britain with respect to any action taken in relation to the Securities in, from or
otherwise involving the United Kingdom and (iii)&nbsp;it has only issued or passed on and will only issue or pass on in the United Kingdom any document in connection with the issue and sale of the Securities to a person who is of the kind described
in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 (as amended) or is a person to whom the document may otherwise be lawfully issued or passed. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) Each of the Initial Purchasers represents and warrants (as to itself only) that it has not made and will not make an offer of the Securities to the
public in any Member State of the European Economic Area that has implemented the Prospectus Directive (each, a &#147;<U>Relevant Member State</U>&#148;), with effect from and including the date on which the Prospectus Directive is implemented in
that Relevant Member State (the &#147;<U>Relevant Implementation Date</U>&#148;), prior to the publication of a prospectus in relation to the Securities that has been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time: (i)&nbsp;to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities; (ii)&nbsp;to any legal entity that has two or more of (1)&nbsp;an average of at least 250 employees during the last financial year; (2)&nbsp;a total balance sheet of more than &#128;43,000,000 and
(3)&nbsp;an annual net turnover of more than &#128;50,000,000, as shown in its last annual or consolidated </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">accounts; or (iii)&nbsp;in any other circumstances that do not require the publication by the Company or the Guarantors of a prospectus pursuant to Article 3
of the Prospectus Directive. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">For purposes of this Section&nbsp;8(d), the expression an &#147;offer of Securities to the public&#148; in
relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or
subscribe for the Securities, 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 &#147;Prospectus Directive&#148; means Directive 2003/71/EC
and includes any relevant implementing measure in each Relevant Member State. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">9. <U>Indemnification and Contribution</U>. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) The Company agrees to indemnify and hold harmless the Initial Purchasers, the directors, officers, employees and agents of the Initial Purchasers,
and each person who controls the Initial Purchasers within the meaning of either the Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i)&nbsp;any untrue statement or
alleged untrue statement of a material fact contained in the Memorandum or in any amendment thereof or supplement thereto, or (ii)&nbsp;the omission or alleged omission to state in the Memorandum or any amendment or supplement thereto a material
fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Initial Purchaser through the Representatives
specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b)
Each Initial Purchaser severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to
the same extent as the foregoing indemnity from the Company to each Initial Purchaser, but only with reference to written information relating to such Initial Purchaser furnished to the Company by or on behalf of such Initial Purchaser through the
Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability, which any Initial Purchaser may otherwise have. The Company acknowledges that the
statements set forth (i)&nbsp;in the last paragraph of the cover page regarding delivery of the Securities and (ii)&nbsp;under the heading &#147;Plan of Distribution&#148;, (A)&nbsp;the sentences relating to concessions and reallowances and
(B)&nbsp;in the paragraphs related to stabilization, syndicate covering transactions and penalty bids in the Memorandum constitute the only information furnished in writing by or on behalf of the Initial Purchasers for inclusion in the Memorandum.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) Promptly after receipt by an indemnified party under this Section&nbsp;9 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section&nbsp;9, notify the indemnifying party in writing of the commencement thereof; but the failure so
to notify the indemnifying party (i)&nbsp;will not relieve it from liability under paragraph (a)&nbsp;or (b)&nbsp;above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii)&nbsp;will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a)&nbsp;or (b)&nbsp;above.
The indemnifying party shall be entitled to appoint counsel of the indemnifying party&#146;s choice at the indemnifying party&#146;s expense to represent the indemnified party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the
indemnified party. Notwithstanding the indemnifying party&#146;s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i)&nbsp;the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest,
(ii)&nbsp;the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii)&nbsp;the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of such action or (iv)&nbsp;the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying
party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or proceeding. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) In the event that the indemnity provided
in paragraph (a)&nbsp;or (b)&nbsp;of this Section&nbsp;9 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Initial Purchasers severally agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively &#147;<U>Losses</U>&#148;) to which the Company and one or more of the Initial Purchasers may be subject
in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Initial Purchasers on the other from the offering of the Securities; provided, however, that in no case shall any Initial
Purchaser (except as may be provided in any agreement among the Initial Purchasers relating to the offering of the Securities) be responsible for any amount in excess of the discount or commission applicable to the Securities purchased by such
Initial Purchaser hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Initial Purchasers severally shall contribute in such proportion </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Initial Purchasers on the
other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering
(before deducting expenses) received by it, and benefits received by the Initial Purchasers shall be deemed to be equal to the total discounts and commissions. Relative fault shall be determined by reference to, among other things, whether any
untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Initial Purchasers on the other, the intent of the parties
and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Initial Purchasers agree that it would not be just and equitable if contribution were determined by pro
rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section&nbsp;9, each person who controls an Initial Purchaser within the
meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Initial Purchaser shall have the same rights to contribution as such Initial Purchaser, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms
and conditions of this paragraph (d). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">10. <U>Default by an Initial Purchaser</U>. If any one or more Initial Purchasers shall fail to
purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser or Initial Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement,
the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in <U>Schedule I</U> hereto bears to the aggregate principal
amount of Securities set forth opposite the names of all the remaining non-defaulting Initial Purchaser) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in <U>Schedule I</U> hereto, the
remaining Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Initial Purchasers do not purchase all the Securities, this Agreement will
terminate without liability to any nondefaulting Initial Purchaser or the Company. In the event of a default by any Initial Purchaser as set forth in this Section&nbsp;10, the Closing Date shall be postponed for such period, not exceeding five
Business Days, as the nondefaulting Initial Purchasers shall determine in order that the required changes in the Registration Statement and the Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Initial Purchaser of its liability, if any, to the Company and any nondefaulting Initial Purchaser for damages occasioned by its default hereunder. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">21 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">11. <U>Termination</U>. This Agreement shall be subject to termination in the absolute discretion of the
Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i)&nbsp;trading in the Company&#146;s Common Stock shall have been suspended by the Commission or the New York
Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii)&nbsp;a banking moratorium shall have been declared either by
Federal or New York State authorities or a material disruption in clearance or settlement systems through which transfers of securities of the Company are effected shall have occurred or (iii)&nbsp;there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or
inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Memorandum (exclusive of any supplement thereto). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">12. <U>Representations and Indemnities to Survive</U>. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Initial Purchasers set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser or the Company or any of the officers, directors, employees, agents or controlling persons referred to in
Section&nbsp;9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 9 and 15 hereof shall survive the termination or cancellation of this Agreement. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">13. <U>Notices</U>. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, Attn: Debt Capital Markets (fax no.: (212)&nbsp;797-2202), with a copy to the General Counsel (fax no.: (212)&nbsp;797-4564) and to UBS Securities LLC, 677
Washington Blvd., Stamford, CT 06901, Attn: Fixed Income Syndicate (fax no.: (203)&nbsp;719-0495); or, if sent to the Company, will be mailed, delivered or telefaxed to Lennar Corporation, 700 N.W. 107th Avenue, Miami, Florida 33172, Attn: General
Counsel, Mark Sustana (fax no.: (305)&nbsp;227-7115). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">14. <U>Successors</U>. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section&nbsp;9 hereof, and no other person will have any right or obligation hereunder. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">15. <U>Applicable Law</U>. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">16. <U>Counterparts</U>. This Agreement may be signed in one or more counterparts,
each of which shall constitute an original and all of which together shall constitute one and the same agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">17. <U>Headings</U>. The
section headings used herein are for convenience only and shall not affect the construction hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">22 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">18. <U>Definitions</U>. The terms, which follow, when used in this Agreement, shall have the meanings
indicated. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;<U>Business Day</U>&#148; shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking
institutions or trust companies are authorized or obligated by law to close in New York City. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;<U>Class A Common Stock</U>&#148;
shall mean the Company&#146;s Class&nbsp;A common stock, par value $.10 per share. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;<U>Class B Common Stock</U>&#148; shall mean the
Company&#146;s Class B common stock, par value $.10 per share. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;<U>Execution Time</U>&#148; shall mean the date and time that this
Agreement is executed and delivered by the parties hereto. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;<U>significant subsidiary</U>&#148; shall mean each subsidiary of the
Company that as of the date of this Agreement is a &#147;significant subsidiary&#148; for purposes of Rule 1-02 of regulation S-X under the Act. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">&#147;<U>Trust Indenture Act</U>&#148; shall mean the Trust Indenture Act of 1939, as amended and the rules and regulations of the Commission promulgated thereunder. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">23 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If the foregoing is in accordance with your understanding of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Initial Purchasers. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV
ALIGN="right">
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<TD VALIGN="top" COLSPAN="5"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Very truly yours,</FONT></P></TD></TR>
<TR>
<TD HEIGHT="8" COLSPAN="5"></TD></TR>
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<TD VALIGN="top" COLSPAN="5"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">LENNAR CORPORATION</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">/s/ BRUCE E. GROSS</FONT></P></TD></TR>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Bruce E. Gross</FONT></P></TD></TR>
<TR>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Chief Financial Officer</FONT></P></TD></TR>
</TABLE></DIV> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="top" COLSPAN="5"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The foregoing Agreement is</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">hereby confirmed
and accepted as</FONT></P> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT FACE="Times New Roman" SIZE="2">of the date first above written.</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="5"></TD></TR>
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<TD VALIGN="top" COLSPAN="5"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">DEUTSCHE BANK SECURITIES INC.</FONT></P> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT FACE="Times New Roman" SIZE="2">UBS SECURITIES
LLC</FONT></P></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5"><FONT FACE="Times New Roman" SIZE="2">BNP PARIBAS SECURITIES CORP.</FONT></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="5"><FONT FACE="Times New Roman" SIZE="2">CALYON SECURITIES (USA) INC.</FONT></TD></TR>
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<TD VALIGN="top" COLSPAN="5"><FONT FACE="Times New Roman" SIZE="2">SUNTRUST CAPITAL MARKETS, INC.</FONT></TD></TR>
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<TD HEIGHT="16" COLSPAN="4"></TD></TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">DEUTSCHE BANK SECURITIES INC.</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">/s/ SCOTT FLIESER</FONT></P></TD></TR>
<TR>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Scott Flieser</FONT></P></TD></TR>
<TR>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Managing Director</FONT></P></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">/s/ RITU KETKAR</FONT></P></TD></TR>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Ritu Ketkar</FONT></P></TD></TR>
<TR>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Director</FONT></P></TD></TR>
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<TD HEIGHT="16" COLSPAN="4"></TD></TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">UBS SECURITIES LLC</FONT></P></TD></TR>
<TR>
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<TD HEIGHT="16" COLSPAN="4"></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">/s/ CHRISTIAN STEWART</FONT></P></TD></TR>
<TR>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Christian Stewart</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Managing Director</FONT></P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></P></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">/s/ JORDAN MATUSOW</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Jordan Matusow</FONT></P></TD></TR>
<TR>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Associate Director</FONT></P></TD></TR>
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