On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company and each of the Guarantors agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, severally and not jointly, agree to purchase from the Company and each of the Guarantors, the respective aggregate principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto at a purchase price of 97.500% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Securities shall be made at a closing to be held at 10:00 a.m., New York time, on September 1, 2017 (the “ Closing Date ”) at the New York offices of Davis Polk & Wardwell LLP (or such other place as shall be reasonably acceptable to the Representative).