Common use of Annex I Clause in Contracts

Annex I. (1) The Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Time of Delivery (the “restricted period”), only in accordance with Rule 903 of Regulation S or Rule 144A under the Act. Accordingly, each Purchaser agrees that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser agrees that, at or prior to confirmation of sale of Securities (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases 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 U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S.” Terms used in this paragraph have the meanings given to them by Regulation S. Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company. In addition,

Annex I. (1) The Securities have Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has not been offered or sold and will not be registered under offer or sell the Act and may not be offered or sold within Securities in the United States or to, or for the benefit or account or benefit of, a U.S. persons except Person (other than a distributor), in accordance with each case, as defined in Rule 902 of Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of their its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Time of Delivery (the “restricted period”)Closing Date, only other than in accordance with Rule 903 of Regulation S or Rule 144A under another exemption from the registration requirements of the Securities Act. Accordingly, each Such Initial Purchaser agrees that neither itthat, its affiliates nor during such 40-day restricted period, it will not cause any persons acting on its or their behalf has engaged or will engage in any directed selling efforts advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and it and they have complied and will comply with include the offering restrictions requirement of statements required by Regulation S. Each Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities (other than a sale pursuant by it to Rule 144A), it will have sent to each any distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 1933, as amended (the “Securities Act”) ), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their your distribution at any time or (ii) otherwise until 40 days after the later of the commencement of date the offering Securities were first offered to persons other than distributors in reliance on Regulation S and the closing dateClosing Date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meaning given meanings assigned to them by in Regulation S.S under the Securities Act.” Terms used in this paragraph have the meanings given to them by Regulation S. Each Such Initial Purchaser further agrees that it has the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not entered and will not enter into any contractual arrangement with respect to be exchanged for definitive securities until the distribution or delivery expiration of the Securities, except with its affiliates 40-day restricted period referred to in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or with U.S. persons who purchased such Securities in transactions that were exempt from the prior written consent registration requirements of the Company. In addition,Securities Act.

Annex I. (1) The Each Manager understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Each Purchaser Manager represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Time of Delivery (the “restricted period”)Closing Date, only in accordance with Rule 903 of Regulation S or Rule 144A under the Securities Act. Accordingly, each Purchaser Manager agrees that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser Manager agrees that, at or prior to confirmation of sale of Securities (other than a sale pursuant to Rule 144A)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 U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S.” Terms used in this paragraph have the meanings given to them by Regulation S. Each Purchaser Manager further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, except with its affiliates affiliates, each other Manager or with the prior written consent of the Company. In addition,.

Annex I. (1) The Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Time of Delivery (the “restricted period”)Delivery, only in accordance with Rule 903 of Regulation S or Rule 144A under the Act. Accordingly, each Purchaser agrees that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser agrees that, at or prior to confirmation of sale of Securities (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases 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 U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S.” Terms used in this paragraph have the meanings given to them by Regulation S. Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, Securities except with its affiliates or with the prior written consent of the Company. In addition,.

Annex I. (1) The Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Time of Delivery (the “restricted period”)Delivery, only in accordance with Rule 903 of Regulation S or S, Rule 144A or pursuant to Paragraph 2 of this Annex I under the Act. Accordingly, each Purchaser agrees that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser agrees that, at or prior to confirmation of sale of Securities (other than a sale pursuant to Rule 144A)) or pursuant to Paragraph 2 of this Annex I, 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 distribution compliance period a confirmation or notice to substantially the following effect: “"The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”ASecurities Act@) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S.” " Terms used in this paragraph have the meanings given to them by Regulation S. Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company. In addition,.

Annex I. (1) The Securities have Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that it has not been offered or sold and will not be registered under offer or sell the Act and may not be offered or sold within Securities in the United States or to, or for the benefit or account or benefit of, a U.S. persons except Person (other than a distributor), in accordance with each case, as defined in Rule 902 of Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of their its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Time of Delivery (the “restricted period”)Closing Date, only other than in accordance with Rule 903 of Regulation S or Rule 144A under another exemption from the registration requirements of the Securities Act. Accordingly, each Such Initial Purchaser agrees that neither itthat, its affiliates nor during such 40-day restricted period, it will not cause any persons acting on its or their behalf has engaged or will engage in any directed selling efforts advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and it and they have complied and will comply with include the offering restrictions requirement of statements required by Regulation S. Each Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities (other than a sale pursuant by it to Rule 144A), it will have sent to each any distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 1933, as amended (the “Securities Act”) ), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their your distribution at any time or (ii) otherwise until 40 days after the later of the commencement of date the offering Securities were first offered to persons other than distributors in reliance on Regulation S and the closing dateClosing Date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meaning given meanings assigned to them by in Regulation S.” Terms used in this paragraph have S under the meanings given to them by Regulation S. Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company. In addition,Securities Act.”