Common use of No Integration of Offerings or General Solicitation Clause in Contracts

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of Neither the Company, its the Guarantors nor any of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its the Guarantors nor any of their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and Guarantors make each Guarantor makes no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Company makes no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and Guarantors make each Guarantor makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuers, its their affiliates (as such term is defined in Rule 501 501(b) under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuers, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, its their Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Issuers and its respective their Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.S to the extent applicable.

No Integration of Offerings or General Solicitation. None of Acquisition, the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), Company or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, or and none of them will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of Acquisition, the Company, its Affiliatesthe Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate")) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither Acquisition, the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of Acquisition, the Company, its the Guarantors, their Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither Acquisition, the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of Acquisition, the Company Company, the Guarantors and its respective their Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuers, its their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), ) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which that is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuers, its Affiliates, their respective Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, its their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Issuers and its their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company or any of its direct or indirect subsidiaries or, to the knowledge of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliatesaffiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or or, to their knowledge, any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities ActAct and, for the avoidance of doubt, including the Parent) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuers, its their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), ) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which that is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuers, its Affiliates, their respective Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, its their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Issuers and its their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyNexstar Parties, its the Guarantors, their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom none of the Issuers and Nexstar Parties or the Guarantors make no any representation or warranty) has, directly or indirectly, (i) solicited any offer to buy or offered to sell, or nor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, Act or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warrantyii) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyNexstar Parties, its the Guarantors, their Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Issuers and Nexstar Parties nor the Guarantors make no any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Nexstar Parties, each of the Guarantors and its respective their Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Issuers and Nexstar Parties nor the Guarantors make no any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its the Guarantors or any of their affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Company makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its the Guarantors or any of their Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Guarantors or any of their Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Company, the Guarantors and its respective their Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None The Company has not, and none of the Company, its affiliates ’s subsidiaries or Affiliates (as such term is defined in Rule 501 under the Securities Act) Act (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) hashave, directly or indirectly, solicited any offer to buy or offered to sell, or willand will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its the Guarantors, any of their subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Guarantors, any of their subsidiaries or Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Company, the Guarantors, any of their subsidiaries or Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), ) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None Neither the Issuers, the Initial Guarantors nor any of the Company, its their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or nor any person acting on its or any of their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers and the Initial Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuers, its the Initial Guarantors, or any of their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers and the Initial Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, its the Initial Guarantors, their respective Affiliates or any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers and Initial Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Issuers, the Initial Guarantors and its their respective Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers and Initial Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuers, its their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), ) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Initial Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which that is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuers, its Affiliates, their respective Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and the Initial Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, its their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and the Initial Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Issuers and its their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and the Initial Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of The Company and the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Subsidiary Guarantors make no representation or warranty) hashave not, directly or indirectly, solicited any offer to buy or offered to sell, or willand will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliatesthe Subsidiary Guarantors, their affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Subsidiary Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Subsidiary Guarantors, their Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Subsidiary Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective their Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Subsidiary Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 directors, officers or any entities controlled by or under common control with or that control the Securities Act) Company (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning mean- ing of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuers, its their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Partnership Parties make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuers, its Affiliates, their respective Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Partnership Parties make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, its their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Partnership Parties make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Issuers, their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Partnership Parties make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under Company or the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or and none of them will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliatesthe Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “affiliate”)) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or engaged, and none of them will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates the Guarantors, their affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or engaged, and none of them will engage engage, in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Company, the Guarantors and its respective Affiliates their affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied complied, and each of them will comply comply, with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its the Guarantors or any of their affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its the Guarantors or any of their Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Guarantors or any of their Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Company, the Guarantors and its respective their Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None The Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors and any other direct or indirect subsidiary of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) hasParent have not, directly or indirectly, solicited any offer to buy or offered to sell, or willand will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the any series of Securities in a manner that would #94399344v20 require the such Securities to be registered under the Securities Act. None of the CompanyIssuers, its Affiliatesthe Escrow Guarantor, or the Surviving Issuers, the Guarantors, any of their respective affiliates, as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”), or, to their knowledge, any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the SecuritiesOffering, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, its the Escrow Guarantor, the Surviving Issuers, the Guarantors, any of their respective Affiliates or or, to their knowledge, any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors and its their respective Affiliates and and, to their knowledge, any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of Rainier, the Company, its the Guarantors or their respective affiliates (as such term is defined in Rule 501 501(b) under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Xxxxxxx makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of Rainier, the Company, its the Guarantors or their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Xxxxxxx makes no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of Rainier, the Company, its the Guarantors or their respective Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Xxxxxxx makes no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of Rainier, the Company and its the Guarantors or their respective Affiliates and any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Xxxxxxx makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuers, its the Guarantors or any of their respective subsidiaries or affiliates (as such term is defined in Rule 501 under the Securities Act) Act (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) hashave, directly or indirectly, solicited any offer to buy or offered to sell, or willand will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the offer, issuance and sale of the Securities to be registered under the Securities Act. None of the CompanyIssuers, its the Guarantors, any of their subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial PurchasersPurchaser, as to whom the Issuers and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, its the Guarantors, any of their subsidiaries or Affiliates or any person acting on its or any of their behalf (other than the Initial PurchasersPurchaser, as to whom the Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each the Issuers, the Guarantors, any of the Company and its respective their subsidiaries or Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to whom the Issuers and the Guarantors make no representation or warranty) has have complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its the Guarantors or any of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), ) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, the Guarantors or any of their respective Affiliates or any person acting on its or any of their behalf (other than the Initial PurchasersPurchasers or any person acting on any of their behalf, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Guarantors, or any of their respective Affiliates or any person acting on its or their behalf (other than the Initial PurchasersPurchasers or any person acting on any of their behalf, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Company, the Guarantors and its their respective Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchasers or any person acting on any of their behalf, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None Neither of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or Companies nor any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, or and none of them will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyCompanies, its Affiliatesthe Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate") or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither of the Issuers and Guarantors make no Companies nor any Guarantor makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyCompanies, its the Guarantors, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither of the Issuers and Guarantors make no Companies nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Companies, the Guarantors, their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither of the Issuers and Guarantors make no Companies nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.S and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902 under the Securities Act.

No Integration of Offerings or General Solicitation. None Neither the Company nor any of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) has, directly or indirectly, sold, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, sell in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliatesaffiliates (as such term is defined in Rule 501 under the Securities Act (each, an "Affiliate")) or any Guarantor, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, directly or indirectly, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates Affiliates, the Guarantors or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Company, its respective Affiliates Affiliates, the Guarantors and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuer, its the Guarantors, any of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuer, its the Guarantors, any of their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuer, its the Guarantors, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Issuer, the Guarantors and its their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuers, its the Guarantors, their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Issuers and nor the Guarantors make no any representation or warranty) has, directly or indirectly, (i) solicited any offer to buy or offered to sell, or nor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, Act or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warrantyii) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, its the Guarantors, their Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Issuers and nor the Guarantors make no any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Issuers, the Guarantors and its respective their Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Issuers and nor the Guarantors make no any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of Neither the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or Company nor any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, or willand will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliatesthe Guarantors, their respective affiliates (as such term is defined in Rule 501 under the Securities Act (each, an "Affiliate"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, : (i) none of the Company, its Affiliates the Guarantors, their respective Affiliates, or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S S; and (ii) each of the Company Company, the Guarantors, and its their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of Neither the Company, its the Guarantors, nor any of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or nor any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its the Guarantors, nor any of their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Guarantors, nor any of their respective Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Company, the Guarantors and its their respective Affiliates and any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuer, its the Guarantor, any of their affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuer, its the Guarantors, any of their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuer, its the Guarantors, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Issuer, the Guarantors and its their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, or, to the knowledge of the Company and the Guarantors, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom which the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom which the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the SecuritiesOffering, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its the Guarantors or any of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its the Guarantors, nor any of their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Guarantors or any of their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Company, the Guarantors and its their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Guarantors, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Company, the Guarantors and its their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902.

No Integration of Offerings or General Solicitation. None of the CompanyIssuers, its the Guarantors or their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its each or any of their behalf behalves (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuers, its Affiliates, the Guarantors or their respective affiliates (or any person acting on its each or any of their behalf behalves (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, its Affiliates or the Guarantors, their respective affiliates nor any person acting on its each or any of their behalf behalves (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Issuers, the Guarantors, their respective Affiliates affiliates and any person acting on its each or any of their behalf behalves (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of Neither the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or Company nor any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) has, Guarantor has directly or indirectly, solicited any offer to buy or offered to sell, or willand will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliatesthe Guarantors, their respective affiliates (as such term is defined in Rule 501 under the Securities Act (each, an "Affiliate")), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom neither the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, : (i) none of the Company, its Affiliates the Guarantors, their respective Affiliates, or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S S; and (ii) each of the Company Company, the Guarantors, and its their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its Delek Parties nor any of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or nor any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Delek Parties make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Delek Parties or any of their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Delek Parties make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyDelek Parties, its their Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Delek Parties make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Delek Parties, or any of their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Delek Parties make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuer, its the Guarantors or their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuer, its the Guarantors or their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuer, its the Guarantors or their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Issuer, the Guarantors and its their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Issuer makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of Neither the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or Company nor any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, or willand will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliatesthe Guarantors, their respective affiliates (as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial PurchasersPurchaser, as to whom neither the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Guarantors, their respective Affiliates or any person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to whom neither the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Company, the Guarantors and its their respective Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to whom neither the Issuers and Guarantors make no Company nor any Guarantor makes any representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.S and, in connection therewith, the Pricing Disclosure Package and the Final Offering Memorandum will contain the disclosure required by Rule 902 of the Securities Act, and (iii) the sale of the Securities pursuant to Regulation S is not part of a plan or scheme to evade the registration requirements of the Securities Act.

No Integration of Offerings or General Solicitation. None of the Company, its Delek Parties nor any of their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or nor any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Delek Parties make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Delek Parties or any of their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Delek Parties make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyDelek Parties, its their Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Delek Parties make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Delek Parties, or any of their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors Delek Parties make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 501(b) under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssu- er, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), ) or any person acting on its or any of their behalf (other than the Initial PurchasersPur- chasers, as to whom the Issuers and Guarantors make Issuer makes no representation or warranty) has, directly or indirectlyindi- rectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or residentres- ident, any security which is or would be integrated with the sale of the Securities Notes in a manner that would require the Securities Notes to be registered under the Securities Act. None of the CompanyIssu- er, its Affiliates, Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Issuer makes no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation so- licitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities ActAct (“Rule 502”). With respect to those Securities Notes sold in reliance upon Regulation Regu- lation S, (i) none of the CompanyIssuer, its Affiliates or any person acting on its or any of their behalf be- half (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Issuer makes no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Issuer, its respective Affiliates and any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Issuer makes no representation rep- resentation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.S. (c) Eligibility for Resale under Rule 144A. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as se- curities listed on a national securities exchange registered under Section 6 of the Ex- change Act or quoted in a U.S. automated interdealer quotation system.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 501(b) under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and Guarantors the Initial Guarantor make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and Guarantors the Initial Guarantor make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and Guarantors the Initial Guarantor make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and Guarantors the Initial Guarantor make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None The Company has not, and none of the Company, its affiliates 's subsidiaries or Affiliates (as such term is defined in Rule 501 under the Securities Act) Act (each, an “"Affiliate”"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) hashave, directly or indirectly, solicited any offer to buy or offered to sell, or willand will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its the Guarantors, any of their subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation representation, warranty or warrantycovenant) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Guarantors, any of their subsidiaries or Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation representation, warranty or warrantycovenant) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Company, the Guarantors, any of their subsidiaries or Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation representation, warranty or warrantycovenant) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, or to its knowledge, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), ) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) ), has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged offered, solicited offers to buy or will engage, in connection with sold the offering Securities by means of the Securities, in any form of general solicitation or general advertising within the meaning of (as those terms are used in Rule 502 under the Securities Act). With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuers, its their respective affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “"Affiliate”), ") or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or willand will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuers, its Affiliates, their respective Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation representation, warranty or warrantycovenant) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuers, its their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation representation, warranty or warrantycovenant) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Issuers and its their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation representation, warranty or warrantycovenant) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), ) or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its the Subsidiary Guarantors, or any of their respective subsidiaries or affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “"Affiliate”"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Company makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its the Subsidiary Guarantors or any of their respective subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Company makes no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Subsidiary Guarantors or any of their respective subsidiaries or Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Company makes no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Company, the Subsidiary Guarantors and its any of their respective subsidiaries and Affiliates and any person acting on their its or their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None Subject to compliance with the representations and warranties set forth in Sections 1.2 and 2 hereof by the Manager and the Initial Purchaser, respectively, none of the Company, its Pokagon Parties or their affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “"Affiliate”"), or any person acting on its or any of their behalf (other than the Manager and the Initial PurchasersPurchaser, as to whom the Issuers and Guarantors Pokagon Parties make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, Pokagon Parties or their Affiliates or any person acting on its or any of their behalf (other than the Manager and the Initial PurchasersPurchaser, as to whom the Issuers and Guarantors Pokagon Parties make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Pokagon Parties or their Affiliates or any person acting on its or their behalf (other than the Manager and the Initial PurchasersPurchaser, as to whom the Issuers and Guarantors Pokagon Parties make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Pokagon Parties and its respective their Affiliates and any person acting on its or their behalf (other than the Manager and the Initial PurchasersPurchaser, as to whom the Issuers and Guarantors Pokagon Parties make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None The Company agrees that it will not and will cause its Affiliates and subsidiaries not to make any offer or sale of securities of the CompanyCompany or any of its subsidiaries of any class if, its affiliates (as such term is defined a result of the doctrine of "integration" referred to in Rule 501 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers and Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to be registered under Subsequent Purchasers or (iii) the resale of the Securities Actby such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise. None of Neither the Company, its the Guarantors, nor any of their respective subsidiaries or Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation representation, warranty or warrantycovenant) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its the Guarantors, any of their subsidiaries or Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation representation, warranty or warrantycovenant) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Company, the Guarantors, any of their subsidiaries or Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation representation, warranty or warrantycovenant) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyVentas, its affiliates (as such term is defined in Rule 501 under the Securities 1933 Act) (each, an “Affiliate”), or any person acting on its or behalf of any of their behalf the foregoing persons (other than the Initial Purchasers, as to whom the Issuers and Guarantors Ventas Entities make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or willand will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the initial sale of the Securities Original Notes in a manner that would require the Securities Original Notes to be registered under the Securities 1933 Act. None of the CompanyVentas, its Affiliates, or any person acting on its or behalf of any of their behalf the foregoing persons (other than the Initial Purchasers, as to whom the Issuers and Guarantors Ventas Entities make no representation or warranty) has engaged or will engage, in connection with the initial offering of the SecuritiesOriginal Notes contemplated by this Agreement, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities 1933 Act. With respect to those Securities Original Notes initially sold in reliance upon Regulation S, (i) none of the CompanyVentas, its Affiliates Affiliates, or any person acting on its or their behalf of the foregoing persons (other than the Initial Purchasers, as to whom the Issuers and Guarantors Ventas Entities make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and Ventas, its respective Affiliates Affiliates, and any person acting on its or their behalf of any of the foregoing persons (other than the Initial Purchasers, as to whom the Issuers and Guarantors Ventas Entities make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, any of its affiliates Affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, any of its Affiliates, Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, any of its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the CompanyIssuer, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer, the Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities hereunder and as described in Offering Memorandum in a manner that would require the Securities to be registered under the Securities Act. None of the CompanyIssuer, its Affiliates, Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer, the Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the CompanyIssuer, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer, the Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Issuer, the Guarantors or their respective Affiliates and or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Issuer and the Guarantors make no representation or warranty) has complied and will comply with the applicable offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the applicable offering restrictions set forth in Regulation S.

No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 directors, officers or any entities controlled by or under common control with or that control the Securities Act) Company (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Issuers Company and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.