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

No Integration of Offerings or General Solicitation. Neither the Company, 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 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, 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 Company and 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 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and 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. Neither None of the CompanyIssuers, the Guarantors nor any of 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 Company 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, the Guarantors nor any of their respective its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company Issuers and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company Issuers and each Guarantor makes 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. Neither the Company, the Guarantors Company 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 Company and the 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, the Guarantors nor any of Guarantors, their respective Affiliatesaffiliates (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 the Company and each Guarantor nor the Guarantors makes no 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 Company, its the Guarantors, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company nor any Guarantor makes 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 and its the Guarantors and their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company and each nor any Guarantor makes 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. Neither None of the Company, the Guarantors nor any of their respective 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 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, the Guarantors nor any of their respective its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither None of the Company, the Guarantors nor 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 Company and the Guarantors make 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, the Guarantors nor 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 Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither the CompanyNone of Acquisition, the Guarantors nor any of their respective 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 Company and the 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, the Guarantors nor any of Guarantors, their respective Affiliatesaffiliates (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 Company and each nor any Guarantor makes no 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 Company nor any Guarantor makes 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 Acquisition, the Company Company, the Guarantors and its their Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company and each nor any Guarantor makes 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. Neither the CompanyIssuers, the Initial 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 PurchasersPurchasers and their Affiliates, as to whom the Company 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, the Guarantors nor 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 Company Issuers and each Guarantor makes 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 Company makes 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 Company Issuers and each Guarantor makes 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. Neither None of the CompanyIssuers, 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 Company 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, the Guarantors nor any of their respective Affiliates, Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company Issuers and each Guarantor makes 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 Company makes 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 Company Issuers and each Guarantor makes 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. Neither The Company has not, and none of the Company, the Guarantors nor any of their respective 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 Company and the 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, the Guarantors nor Guarantors, 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 Company and each Guarantor makes 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 Company makes 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 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 Company and each Guarantor makes 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. Neither None of the Company, the Guarantors nor any of their respective 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 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, the Guarantors nor any of their respective its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither None of the Company or any of its direct or indirect subsidiaries or, to the knowledge of the Company, 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 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 (as such term is defined in Rule 501 under the Guarantors nor any of their respective AffiliatesSecurities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither None of the CompanyIssuers, 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 Company 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, the Guarantors nor any of their respective Affiliates, Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company Issuers and each Guarantor makes 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 Company makes 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 Company Issuers and each Guarantor makes 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. Neither None of the CompanyIssuers, 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 Company 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, the Guarantors nor any of their respective Affiliates, Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company Issuers and each Guarantor makes 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 Company makes 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 Company Issuers and each Guarantor makes 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. Neither None of the Company, Company or 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 Company and the 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, the Guarantors nor any of Guarantors, their respective Affiliatesaffiliates (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 Company and each Guarantor makes 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 Company makes 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 Affiliates their affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither None of the Company, the Guarantors 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 Company and the 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, the Guarantors nor 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 Company and each Guarantor makes 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 Company makes 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 Company and each Guarantor makes 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. Neither None of the Company, the Guarantors nor any of their respective affiliates 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 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, the Guarantors nor any of their respective Affiliates, its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither the Company, 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 The Company and the 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, the Guarantors nor any of Guarantors, their respective 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 Company and each Guarantor makes 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 the Guarantors, their respective Affiliates, or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes and the Guarantors make no 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 the Company and each Guarantor the Guarantors 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. Neither None of the Company, the Guarantors nor any of their respective 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 Company and the Guarantors 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, the Guarantors nor any of their respective its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each the Initial Guarantor makes 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 Company makes and 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each the Initial Guarantor makes 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. Neither the Company, 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 The Company and the 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, the Guarantors nor any of Guarantors, their respective 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 respective behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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, their Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither None of the Company, the Guarantors nor any of their respective 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 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, the Guarantors nor any of their respective its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither the Company, the Guarantors Company 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 Company and the 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, the Guarantors nor any of Guarantors, their respective 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 neither the Company and each nor any Guarantor makes no 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 Company nor any Guarantor makes no 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 Company and each nor any Guarantor makes 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. Neither the Company, 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 The Company and the 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, the Guarantors nor any of Subsidiary Guarantors, their respective Affiliatesaffiliates (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 Company and each Guarantor makes 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 Company makes 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 their Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither None of the Company, the Guarantors 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 Company and the 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, the Guarantors nor 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 Company and each Guarantor makes 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 Company makes 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 Company and each Guarantor makes 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. Neither None of the Company, the Guarantors nor any of their respective 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 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, the Guarantors nor any of their respective its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither None of the Company, the Guarantors nor any of their respective 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 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, the Guarantors nor any of their respective its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither the Company, 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 The Company and the 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, the Guarantors nor any of their Guarantors, its respective 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 Company and each Guarantor makes 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, the Guarantors, its Affiliates Affiliates, or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes and the Guarantors make no 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor the Guarantors 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. Neither None of the CompanyIssuer, the Guarantors nor any of 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 Company 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, the Guarantors nor any of or their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company Issuer and each Guarantor makes 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 Company makes 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 Company and each Guarantor 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. Neither None of the Company, the Guarantors nor any of their respective 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 Company and the 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 Company, the Guarantors nor any of Guarantors, their respective Affiliatesaffiliates (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 none of the Company and each or any Guarantor makes no 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 Company, its the Guarantors, their Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom none of the Company or any Guarantor makes 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 Company, the Guarantors and its their Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom none of the Company and each or any Guarantor makes 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. Neither None of the CompanyIssuers, the Guarantors nor any of 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 Company and Issuers 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, the Guarantors nor any of their respective Affiliates, Act or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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 Company makes no Issuers nor the Guarantors make 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 their Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom neither the Company and each Guarantor makes no Issuers nor the Guarantors make 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. Neither the Company, the Guarantors Company 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 Company and the 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, the Guarantors nor any of Guarantors, their respective 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 neither the Company and each nor any Guarantor makes no 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 Company nor any Guarantor makes no 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 Company and each nor any Guarantor makes 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. Neither the Company, the Guarantors Company 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 Company and the 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 affiliates (as such term is defined in Rule 501 under the Guarantors nor Securities Act (each, an "Affiliate")) or any of their respective AffiliatesGuarantor, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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 Company makes 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 Affiliates Affiliates, the Guarantors and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither The Company has not, and none of the Company, the Guarantors nor any of their respective 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 Company and the 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, the Guarantors nor Guarantors, 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 Company and each Guarantor makes 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 Company makes 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 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 Company and each Guarantor makes 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. Neither None of the Company, the Guarantors nor 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 Company and the Guarantors make 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, the Subsidiary Guarantors nor 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 Company and 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 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 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 Company and 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. Neither None of the Company, or, to the Guarantors nor any knowledge of their respective 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 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, the Guarantors nor any of their respective its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom which the Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither None of the Company, its directors, officers or any entities controlled by or under common control with or that control the Guarantors nor any of their respective affiliates (as such term is defined in Rule 501 under 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 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, the Guarantors nor any of their respective 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 Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Company and each Guarantor makes 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. Neither None of the Company, its directors, officers or any entities controlled by or under common control with or that control the Guarantors nor any of their respective affiliates (as such term is defined in Rule 501 under 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 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, the Guarantors nor any of their respective 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 Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to whom the Company and each Guarantor makes 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. Neither None of the CompanyIssu- er, the Guarantors nor any of their respective 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 Company and the 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, the Guarantors nor any of their respective Affiliates, its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor 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 Company 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 Affiliates and any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor 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. Neither the Company, the Guarantors 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 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, the Guarantors 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 Company and each Guarantor makes 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 Company makes 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 Company and each Guarantor makes 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. Neither of the Company, the Guarantors Companies 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 Company and the 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, the Guarantors nor any of Guarantors, their respective Affiliatesaffiliates (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 Company and each Companies nor any Guarantor makes no 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 Company Companies nor any Guarantor makes 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 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 Company and each Companies nor any Guarantor makes no 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. Neither None of the Company, the Guarantors nor 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 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, the Guarantors 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 Company and each Guarantor makes 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 Company makes 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 Company and each Guarantor makes 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. Neither None of the Company, the Guarantors nor 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 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, the Guarantors nor 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 Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither None of the Company, the Guarantors nor any of their respective 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 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, the Guarantors nor any of their respective its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither None of the Company, the Guarantors nor 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 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, the Guarantors nor or any of their respective Affiliates, 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 Company and each Guarantor makes 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 Company makes 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 Company and each Guarantor makes 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. Neither None of the Company, the Guarantors nor any of their respective 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 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, the Guarantors nor any of their respective its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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 Company makes 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor makes 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. Neither the Company, 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 The Company and the 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, the Guarantors nor any of their Guarantors, its respective 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 Company and each Guarantor makes the Rayovac 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, the Guarantors, its Affiliates Affiliates, or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes and the Rayovac Guarantors make no 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 Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and each Guarantor the Rayovac Guarantors 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. Neither the Company, the Guarantors Company 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 Company and the 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 Company, the Guarantors nor any of Guarantor, their respective 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 Company and each Guarantor makes 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 the Guarantors, their respective Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes 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 Company and each Guarantor makes 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. Neither the CompanyNone of Ventas, the Guarantors nor any of their respective 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 Company and the 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, the Guarantors nor any of their respective 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 Company and each Guarantor makes 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 Company makes 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 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 Company and each Guarantor makes Ventas Entities make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.