SELL SECURITIES TO OR THROUGH ANY AFFILIATE OF AN INITIAL
PURCHASER AND THAT ANY SUCH AFFILIATE MAY OFFER AND SELL SECURITIES PURCHASED BY
IT TO OR THROUGH ANY INITIAL PURCHASER.
(E)
THE COMPANY AND THE GUARANTORS ACKNOWLEDGE AND AGREE THAT THE
INITIAL PURCHASERS ARE ACTING SOLELY IN THE CAPACITY OF AN ARM'S LENGTH
CONTRACTUAL COUNTERPARTY TO THE COMPANY AND THE GUARANTORS WITH RESPECT TO THE
OFFERING OF SECURITIES CONTEMPLATED HEREBY (INCLUDING IN CONNECTION WITH
DETERMINING THE TERMS OF THE OFFERING) AND NOT AS FINANCIAL ADVISORS OR
FIDUCIARIES TO, OR AGENTS OF, THE COMPANY, THE GUARANTORS OR ANY OTHER PERSON.
ADDITIONALLY, NEITHER THE REPRESENTATIVE NOR ANY OTHER INITIAL PURCHASER IS
ADVISING THE COMPANY, THE GUARANTORS OR ANY OTHER PERSON AS TO ANY LEGAL, TAX,
INVESTMENT, ACCOUNTING OR REGULATORY MATTERS IN ANY JURISDICTION.
THE COMPANY
AND THE GUARANTORS SHALL CONSULT WITH THEIR OWN ADVISORS CONCERNING SUCH MATTERS
AND SHALL BE RESPONSIBLE FOR MAKING THEIR OWN INDEPENDENT INVESTIGATION AND
APPRAISAL OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER THE
REPRESENTATIVE NOR ANY OTHER INITIAL PURCHASER SHALL HAVE ANY RESPONSIBILITY OR
LIABILITY TO THE COMPANY OR THE GUARANTORS WITH RESPECT THERETO.
ANY REVIEW BY
THE REPRESENTATIVE OR ANY INITIAL PURCHASER OF THE COMPANY, THE GUARANTORS, AND
THE TRANSACTIONS CONTEMPLATED HEREBY OR OTHER MATTERS RELATING TO SUCH
TRANSACTIONS WILL BE PERFORMED SOLELY FOR THE BENEFIT OF THE REPRESENTATIVE OR
SUCH INITIAL PURCHASER, AS THE CASE MAY BE, AND SHALL NOT BE ON BEHALF OF THE
COMPANY, THE GUARANTORS OR ANY OTHER PERSON.
2.
PAYMENT AND DELIVERY.
(A)
PAYMENT FOR AND DELIVERY OF THE
SECURITIES WILL BE MADE AT THE OFFICES OF SHEARMAN & STERLING LLP LOCATED AT 599
LEXINGTON AVENUE, NEW YORK, NEW YORK 10022 AT 10:00 A.M., NEW YORK CITY TIME, ON
MARCH 27, 2007, OR
3
AT SUCH OTHER TIME OR PLACE ON THE SAME OR SUCH OTHER DATE, NOT LATER THAN THE
FIFTH BUSINESS DAY THEREAFTER, AS THE REPRESENTATIVE AND THE COMPANY MAY AGREE
UPON IN WRITING.
THE TIME AND DATE OF SUCH PAYMENT AND DELIVERY IS REFERRED TO
HEREIN AS THE "CLOSING DATE".
(B)
PAYMENT FOR THE SECURITIES SHALL BE MADE BY WIRE TRANSFER IN
IMMEDIATELY AVAILABLE FUNDS TO THE ACCOUNT(S) SPECIFIED BY THE COMPANY TO THE
REPRESENTATIVE AGAINST DELIVERY TO THE NOMINEE OF THE DEPOSITORY TRUST COMPANY
("DTC"), FOR THE ACCOUNT OF THE INITIAL PURCHASERS, OF ONE OR MORE GLOBAL NOTES
REPRESENTING THE SECURITIES (COLLECTIVELY, THE "GLOBAL NOTE"), REGISTERED IN THE
NAME OF CEDE & CO., AS NOMINEE FOR DTC.
THE GLOBAL NOTE WILL BE MADE AVAILABLE
FOR INSPECTION BY THE REPRESENTATIVE NOT LATER THAN 1:00 P.M., NEW YORK CITY
TIME, ON THE BUSINESS DAY PRIOR TO THE CLOSING DATE.
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
GUARANTORS.
THE COMPANY AND THE GUARANTORS JOINTLY AND SEVERALLY REPRESENT AND
WARRANT TO EACH INITIAL PURCHASER THAT:
(A)
PRELIMINARY OFFERING MEMORANDUM, TIME OF SALE INFORMATION AND
OFFERING MEMORANDUM.
THE PRELIMINARY OFFERING MEMORANDUM, AS OF ITS DATE, DID
NOT, THE TIME OF SALE INFORMATION, AT THE TIME OF SALE, DID NOT, AND