Common use of Offering of Securities; Restrictions on Transfer Clause in Contracts

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act; and (iii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) 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 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) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," 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)); provided, however, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. Each of the Initial Purchasers represents and warrants (aas to itself only) that it is a QIB. Each of the Initial Purchasers agrees with the Issuers Company (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, (x) 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 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 or (y) a limited number of other institutional investors reasonably believed by the Initial Purchasers to be accredited investors, as defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Act that, prior to their purchase of the Securities, deliver to the Initial Purchasers a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," ------------------ which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, -------- ------- 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the The Initial Purchasers Purchaser represents and agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" buyer as defined in Rule 144A promulgated under the Act, Act (iia "QIB"). The Initial Purchaser agrees with the Company and the Subsidiary Guarantors that (a) 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 4(2) of the Act; and (iiib) it has and will solicit offers for the Securities only from, and will offer the Securities only to (Ai) in the case of offers inside the United States, persons whom the Initial Purchasers Purchaser reasonably believe believes to be QIBs orQIBs, 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 Purchaser 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and (B) agreements set forth in Appendix A to the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," 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))Final Circular; provided, however, that, in the case of this clause (Bb), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum)Circular.

Offering of Securities; Restrictions on Transfer. (aa)Each of the Initial Purchasers represents and warrants (as to itself only) that it is a QIB. Each of the Initial Purchasers agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, (x) 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 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 or (y) a limited number of other institutional investors reasonably believed by the Initial Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchasers a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. Each of the Initial Purchasers represents and warrants (aas to itself only) that it is a QIB. Each of the Initial Purchasers agrees with the Issuers Company (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, (x) 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 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 or (y) a limited number of other institutional investors reasonably believed by the Initial Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchasers a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, that, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers agrees with the Issuers represents and warrants (as to itself only) that it is a “qualified institutional buyer” within the meaning of Rule 144A (a “QIB”). Each of the Initial Purchasers agrees with the Issuer that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) it and each of its affiliates 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 4(2) of the Act; and (iiiii) it and each of its affiliates has and will solicit offers for the Securities only from, and will offer the Securities only to (A) 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 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) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. “foreign purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "“Transfer Restrictions" ” contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the The Initial Purchasers Purchaser represents and agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" buyer as defined in Rule 144A promulgated under the Act, Act (iia "QIB"). The Initial Purchaser agrees with the Company and the Subsidiary Guarantors that (a) 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 4(2) of the Act; and (iiib) it has and will solicit offers for the Securities only from, and will offer the Securities only to (Ai) in the case of offers inside the United States, persons whom the Initial Purchasers Purchaser reasonably believe believes to be QIBs orQIBs, 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 Purchaser 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and (B) agreements set forth in Appendix A to the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," 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))Circular; provided, however, that, in the case of this clause (Bb), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum)Circular.

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers represents and warrants (as to itself only) that it is a QIB. Each of the Initial Purchasers agrees with the Issuers Issuer (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, (x) 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 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 or (y) a limited number of other institutional investors reasonably believed by the Initial Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchasers a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. Each of the Initial Purchasers represents and warrants (aas to itself only) that it is a QIB. Each of the Initial Purchasers agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, (x) 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 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 or (y) a limited number of other institutional investors reasonably believed by the Initial Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchasers a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); providedPROVIDED, howeverHOWEVER, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers Purchasers, severally and not jointly, represents, warrants and agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" buyer as defined in Rule 144A under the Securities Act (a “QIB”), and an “accredited investor” within the meaning of Rule 501 under the Securities Act, (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the such Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; Securities Act and (iii) it has and will solicit offers for the such Securities only from, and will offer the such Securities only to (A) in the case of offers inside the United States, persons whom the Initial Purchasers that it reasonably believe believes 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 in transactions pursuant to the Initial Purchasers that Rule 144A and in connection with each such account is a QIBsale, it has taken or will take reasonable steps to whom notice has been given ensure that such sale or delivery is being made in reliance on Rule 144A144A. Each Initial Purchaser will comply with all applicable laws and regulations in each jurisdiction in which it acquires, andoffers, sells or delivers Securities or has in its possession or distributes the Disclosure Package or the Memorandum or any such other material, including, if applicable, laws governing the offer and sale of the Securities to individuals or legal entities in any member state of the European Economic Area, in each caseall cases at its own expense, except as provided in Section 6(e). With respect to transactions under Rule 144A within the European Economic Area, the initial purchasers have agreed that they have not offered, sold, delivered or transferred and will not offer, sell, deliver or transfer, any of the Notes (B) in the case including any interest therein), as part of offers outside the United Statesits initial distribution or at any time thereafter, directly or indirectly, to persons individuals or legal entities other than U.S. persons to professional market parties ("non-U.S. purchasers," 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)); provided, however, that, in the case of this clause (B“Professional Market Parties”), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Memorandum (orincluding, if the Final Memorandum is not in existence, in the most recent Memorandum).inter alia:

Offering of Securities; Restrictions on Transfer. (a) Each of the The Initial Purchasers ------------------------------------------------ Purchaser represents and agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" buyer as defined in Rule 144A promulgated under the Act, Act (iia "QIB"). --- The Initial Purchaser agrees with the Company and the Subsidiary Guarantors that (a) 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 4(2) of the Act; and (iiib) it has and will solicit offers for the Securities only from, and will offer the Securities only to (Ai) in the case of offers inside the United States, persons whom the Initial Purchasers Purchaser reasonably believe believes to be QIBs orQIBs, 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 Purchaser 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (ii) a --------- limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circular (B) or, if the Final Circular is not in existence, in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," 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)most recent Circular); provided, however, that, in the case of this clause (Bb), in purchasing such -------- ------- Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Memorandum Circular (or, if the Final Memorandum Circular is not in existence, in the most recent MemorandumCircular).

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that it is a QIB. Each of the Initial Purchasers agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) 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 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) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," 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)); providedPROVIDED, howeverHOWEVER, 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 "Transfer RestrictionsNotice to Investors" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers represents and warrants (as to itself only) that it is a QIB. Each of the Initial Purchasers agrees with the Issuers Company (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) 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 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) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers agrees with the Issuers Company and the Guarantors (as to itself only) that (i) it is a "qualified institutional buyer" as defined in buyer within the meaning of Rule 144A under the Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Act, ; (ii) it has not and will not solicit offers for, or offer or sell, the Securities by any form of “general solicitation solicitation” or “general advertising advertising” (as those terms are used in Regulation D under the Act) or in any manner involving a “public offering offering” within the meaning of Section 4(24(a)(2) of the Act; and (iii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) 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 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) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” 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)); provided, however, 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 "Transfer Restrictions" “Notice to Investors” contained in the Final Memorandum (or, if Pricing Disclosure Package and the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers represents and warrants (as to itself only) that it is a QIB. Each of the Initial Purchas- 29 -29- ers agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, persons whom the such Initial Purchasers Purchaser reasonably believe believes 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 such Initial Purchasers Purchaser 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) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).. or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the United States Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution of the Securities at any time or (ii) 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." Terms used in this Section 8(b) and not defined in this Agreement have the meanings given to them in Regulation S.

Offering of Securities; Restrictions on Transfer. (a) Each The Initial Purchaser represents and warrants (as to itself only) that it is a QIB and that it is not acquiring the Securities with any present intention of offering or selling any of the Securities in any transaction that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. The Initial Purchasers Purchaser agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the ActAct or in a manner that the initial purchaser reasonably believes; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, persons whom the Initial Purchasers Purchaser reasonably believe believes 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 Purchaser 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) in the case of offers outside the United States, to persons other than U.S. persons in reliance upon Regulation S of the Act ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); providedPROVIDED, howeverHOWEVER, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the The Initial Purchasers Purchaser represents and warrants that it is a QIB. The Initial Purchaser agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, (x) persons whom the Initial Purchasers Purchaser reasonably believe believes 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 Purchaser 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 or (y) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers Purchaser represents and warrants as to itself only that it is a QIB. Each Initial Purchaser agrees with the Issuers Obligors (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to to, (A) in the case of offers inside the United States, States (x) persons whom the such Initial Purchasers Purchaser reasonably believe believes 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 such Initial Purchasers Purchaser 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, 144A and, in each case, in transactions under Rule 144A or (y) a limited number of other institutional investors reasonably believed by such Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to such Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); providedPROVIDED, howeverHOWEVER, 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 "Transfer RestrictionsNotice to Investors" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Preliminary Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the The Initial Purchasers agrees with the Issuers Purchaser represents and warrants (as to itself only) that it is a “qualified institutional buyer” within the meaning of Rule 144A (a “QIB”). The Initial Purchaser agrees with the Issuer that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) it and each of its affiliates 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 4(2) of the Act; and (iiiii) it and each of its affiliates has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, persons whom the Initial Purchasers Purchaser reasonably believe believes 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 Purchaser 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) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. “foreign purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "“Transfer Restrictions" ” contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Offering Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the The Initial Purchasers Purchaser agrees with the Issuers Company and the Guarantors (as to itself only) that (i) it is a "qualified institutional buyer" as defined in buyer within the meaning of Rule 144A under the Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Act, ; (ii) it has not and will not solicit offers for, or offer or sell, the Securities by any form of “general solicitation solicitation” or “general advertising advertising” (as those terms are used in Regulation D under the Act) or in any manner involving a “public offering offering” within the meaning of Section 4(24(a)(2) of the Act; and (iii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, persons whom the Initial Purchasers Purchaser reasonably believe believes 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 Purchaser 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) in the case of offers outside the United States, to persons other than U.S. persons per- sons ("“non-U.S. purchasers," ” 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)); provided, however, 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 "Transfer Restrictions" “Notice to Investors” contained in the Final Memorandum (or, if Pricing Disclosure Package and the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers Purchaser represents and warrants as to itself only that it is a QIB. Each Initial Purchaser agrees with the Issuers (as to itself only) only that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) it has not solicited 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 Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iiiii) it has solicited and will solicit offers for the Securities only from, and will offer the Securities only to to, (A) in the case of offers inside the United States, States (x) persons whom the such Initial Purchasers Purchaser reasonably believe believes 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 such Initial Purchasers Purchaser 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, 144A and, in each case, in transactions under Rule 144A or (y) a limited number of other institutional investors reasonably believed by such Initial Purchaser to be Accredited Investors and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Securities such persons are deemed to have so represented and agreed as provided under the caption captions "Transfer RestrictionsNotice to Investors" and (with respect to the Canadian Offering Memorandum) "Representation and Agreement by Purchasers" contained in the Final Memorandum (or, if the Final Memorandum is not yet in existence, in the most recent Preliminary Memorandum).

Offering of Securities; Restrictions on Transfer. Each of the Initial Purchasers represents and warrants (aas to itself only) that it is a QIB. Each of the Initial Purchasers agrees with the Issuers Company (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act); and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, (x) 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 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 or (y) a limited number of other institutional investors reasonably believed by the Initial Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchasers a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate state or trust)); provided, however, 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 "Transfer RestrictionsNotice to Investors" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) ------------------------------------------------ Each of the Initial Purchasers Purchaser represents and warrants as to itself only that it is a QIB. Each Initial Purchaser agrees with the Issuers (as to itself only) only that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) it has not solicited 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 Securities Act) or in any manner involving a public offering -42- within the meaning of Section 4(2) of the Securities Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to to, (A) in the case of offers inside the United States, persons whom the such Initial Purchasers Purchaser reasonably believe believes 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 such Initial Purchasers Purchaser 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, 144A and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "Transfer RestrictionsNotice to Investors" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Preliminary Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the ------------------------------------------------ Initial Purchasers represents and warrants (as to itself only) that it is a QIB. Each Initial Purchaser agrees with the Issuers Company (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) 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 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) in the case of offers outside the United States, States to persons other than U.S. persons ("non-U.S. purchasersforeign Purchaser," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, -------- however, that, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the ------------------------------------------------ Initial Purchasers agrees with the Issuers Company and the Subsidiaries (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) it has not and will not solicit offers for, or offered or sold, 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 Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iiiii) it has and will solicit offers for the Securities Notes only from, and has offered or sold and will offer offer, sell or deliver, the Securities only to (A) in the case of offers inside the United States, (x) 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 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 or (y) a limited number of other institutional investors reasonably believed by the Initial Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchasers a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons persons, in each case, in compliance with Regulation S under the Securities Act ("non-U.S. foreign purchasers," ------------------ which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of ------------------------------------------------ the Initial Purchasers represents and warrants (as to itself only) that it is a QIB. Each of the Initial Purchasers agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) it has not solicited 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 4(2) of the Act; and (iiiii) it has solicited and will solicit offers for the Securities only from, and will offer the Securities only to (A) 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 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) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," ------------------ which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. Each of the Initial Purchasers represents and warrants (aas to itself only) that it is a QIB. Each of the Initial Purchasers agrees with the Issuers Issuer (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 ActD) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, (x) 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 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 or (y) a limited number of other institutional investors reasonably believed by the Initial Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchasers a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," 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)); provided, however, 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 "Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).offers

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers ------------------------------------------------ Purchaser represents and warrants as to itself only that it is a QIB. Each Initial Purchaser agrees with the Issuers (as to itself only) only that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to to, (A) in the case of offers inside the United States, States persons whom the such Initial Purchasers Purchaser reasonably believe believes 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 such Initial Purchasers Purchaser 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, 144A and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "Transfer RestrictionsNotice to Investors" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Preliminary Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the The Initial Purchasers Purchaser represents and warrants that it is a QIB. The Initial Purchaser agrees with the Issuers (as to itself only) Company that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to to, (A) in the case of offers inside the United States, States (x) persons whom the Initial Purchasers Purchaser reasonably believe believes 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 Purchaser 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, 144A and, in each case, in transactions under Rule 144A or (y) persons whom the Initial Purchaser reasonably believes to be Accredited Investors and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "Transfer RestrictionsNotice to Investors" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Preliminary Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the The Initial Purchasers agrees with the Issuers Purchaser represents and warrants (as to itself only) that it is a “qualified institutional buyer” within the meaning of Rule 144A (a “QIB”). The Initial Purchaser agrees with the Issuer that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) it and each of its affiliates 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 4(2) of the Act; and (iiiii) it and each of its affiliates has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, persons whom the Initial Purchasers Purchaser reasonably believe believes 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 Purchaser 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) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. “foreign purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "“Transfer Restrictions" ” contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers agrees with the Issuers Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is (x) an institutional accredited investor (as to itself onlydefined in Rule 501(a)(1), (2), (3) that or (i7) it is under the Securities Act) and (y) a "qualified institutional buyer" buyer as defined in Rule 144A under the ActSecurities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that: (iii) it has not and will not solicit offers for, or offer or sell, the such Securities (or any Underlying Securities) by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iiiii) it has and will solicit offers for the such Securities only from, and will offer the such Securities only to (A) in the case of offers inside the United Statesto, persons whom the Initial Purchasers that it reasonably believe believes 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 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) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," 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)); provided, however, that, in the case of this clause (B), in purchasing such Securities such persons are deemed to have represented and agreed as provided in the Time of Sale Memorandum and the Final Memorandum under the caption "“Transfer Restrictions" contained in ; Notice to Investors”; and (iii) it will take reasonable steps to ensure that each such person to whom it is soliciting offers for such Securities from, or offering such Securities to, is aware that it is relying on the Final Memorandum (or, if exemption from registration provided by Rule 144A under the Final Memorandum is not in existence, in the most recent Memorandum)Securities Act.

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers agrees with the Issuers Issuer and the Guarantors (as to itself only) that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) 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 4(24(a)(2) of the Act; and (iiiii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, persons whom the Initial Purchasers reasonably believe to be QIBs qualified institutional buyers within the meaning of Rule 144A under the Act (each, a “QIB”) 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 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) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” 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))) in compliance with Regulation S under the Act; provided, however, 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 "Transfer Restrictions" “Notice to Investors” contained in the Final Memorandum (or, if Pricing Disclosure Package and the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Securities; Restrictions on Transfer. (a) Each of the The Initial Purchasers Purchaser represents and agrees with the Issuers (as to itself only) that (i) it is a "qualified institutional buyer" buyer as defined in Rule 144A promulgated under the Act, Act (iia "QIB"). The Initial Purchaser agrees with the Company and the Subsidiary Guarantors that (a) 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 4(2) of the Act; and (iiib) it has and will solicit offers for the Securities only from, and will offer the Securities only to (Ai) in the case of offers inside the United States, persons whom the Initial Purchasers Purchaser reasonably believe believes to be QIBs orQIBs, 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 Purchaser 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circular (B) or, if the Final Circular is not in existence, in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," 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)most recent Circular); provided, however, that, in the case of this clause (Bb), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Memorandum Circular (or, if the Final Memorandum Circular is not in existence, in the most recent MemorandumCircular).

Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers agrees with the Issuers represents and warrants (as to itself only) that it is a “qualified institutional buyer” within the meaning of Rule 144A (a “QIB”). Each of the Initial Purchasers agrees with the Issuer that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Act, (ii) it and each of its affiliates 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 4(2) of the Act; and (iiiii) it and each of its affiliates has and will solicit offers for the Securities only from, and will offer the Securities only to (A) 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 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) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. “foreign purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, 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 "“Transfer Restrictions" ” contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Offering Memorandum).