Common use of ABOVE IS CHECKED Clause in Contracts

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, and that it and any such account is a “Qualified Institutional Buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a “Qualified Institutional Buyer” "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ---------------------------------- Dated: NOTICE: To be executed by an executive officer:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a “Qualified Institutional Buyer” "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ----------------------- Dated: NOTICE: To be executed by an executive officer:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a “Qualified Institutional Buyer” "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DatedDate: NOTICE: To be executed by an executive officer------------ ----------------------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, and that it and any such account is a “"Qualified Institutional Buyer” " within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s undersigned`s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a “Qualified Institutional Buyer” "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer144A.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, and that it and any such account is a “"Qualified Institutional Buyer” " within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company and the Guarantor as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s undersigned`s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a “Qualified Institutional Buyerqualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer144A.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a “Qualified Institutional Buyer” "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ______________________________ Dated: NOTICE: To be executed by an executive officer:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Floating Rate Note for its own account or an account one or more accounts with respect to each of which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a “Qualified Institutional Buyerqualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: NOTICE: To be executed by an executive officer:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a “Qualified Institutional Buyerqualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A I44A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer144A.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a “Qualified Institutional Buyer” "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 Act, and is aware that the sale to it is being made in reliance on Rule 144A under the Securities Act and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A under the Securities Act or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations of the undersigned in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer144A under the Securities Act.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that each of it and any such account is a “Qualified Institutional Buyerqualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: [Name of Transferee] NOTICE: To be executed by an executive officer, if an entity Dated:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution, discretion and that it and any such account is a “Qualified Institutional Buyerqualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company and any Subsidiary Guarantor as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer144A.