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

Offering of Notes; Restrictions on Transfer. (a) Each Placement Agent, severally and not jointly, represents and warrants that such Placement Agent is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a "QIB"). Each Placement Agent, severally and not jointly, agrees with GST Funding, GST and GST USA that (i) it will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as such terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit offers for the Notes only from, and will offer the Notes only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, (1) QIBs or (2) other institutional accredited investors (as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act) ("institutional accredited investors") that, prior to their purchase of any Notes, deliver to such Placement Agent a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers", which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing such Notes are deemed to have represented and agreed as provided in the Final Memorandum under the heading "Transfer Restrictions."

Offering of Notes; Restrictions on Transfer. (a) Each Placement AgentInitial Purchaser, severally and not jointly, represents and warrants that such Placement Agent Initial Purchaser is (x) a qualified institutional buyer as defined in Rule 144A under the Securities Act (a "“QIB"”) and (y) an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Notes. Each Placement AgentInitial Purchaser, severally and not jointly, agrees with GST Funding, GST and GST USA the Company that (i) it will not solicit offers for, or offer or sell, the such Notes by any form of general solicitation or general advertising (as such those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit offers for the such Notes only from, and will offer the such Notes only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, (1) QIBs or (2) other institutional accredited investors (as defined in Rule 501(a) (1)persons that it reasonably believes to be QIBs, (2), (3) or (7) under the Securities Act) ("institutional accredited investors") that, prior to their purchase of any Notes, deliver to such Placement Agent a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“foreign purchasers", ,” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) in reliance upon Regulation S under the Securities Act that, in each case, in purchasing such Notes are deemed to have represented and agreed as provided in the Final Memorandum under the heading "Transfer Restrictionscaption “Notice to Investors."”

Offering of Notes; Restrictions on Transfer. (a) Each Placement ------------------------------------------- Agent, severally and not jointly, represents and warrants to the Company that such Placement Agent is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a "QIB"). Each Placement Agent, severally and not jointly, agrees with GST Funding, GST and GST USA the Company that (i) it will not solicit offers for, or offer or sell, the such Notes by any form of general solicitation or general advertising (as such those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit offers for the such Notes only from, and will offer the such Notes only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, (1x) QIBs or (2y) other institutional accredited investors (as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act) ("institutional accredited investors") that, prior to their purchase of any the Notes, deliver to such Placement Agent a letter containing the representations and agreements set forth in Annex Appendix A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers", ," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing such Notes are deemed to have represented and agreed as provided in the Final Memorandum under the heading caption "Transfer Restrictions."

Offering of Notes; Restrictions on Transfer. (a) Each Placement Agent, severally and not jointly, represents and warrants to the Company that such Placement Agent is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a "QIB"). Each Placement Agent, severally and not jointly, agrees with GST Funding, GST and GST USA the Company that (i) it will not solicit offers for, or offer or sell, the Notes any Units, by any form of general solicitation or general advertising (as such those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit offers for the Notes Units only from, and will offer the Notes Units only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, (1x) QIBs or (2y) other institutional accredited investors (as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act) ("institutional accredited investors") that, prior to their purchase of any Notesthe Units, deliver to such Placement Agent a letter containing the representations and agreements set forth in Annex Appendix A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers", ," which term shall include dealers or other professional fiduciaries in the United 13 13 States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing such Notes Units are deemed to have represented and agreed as provided in the Final Memorandum under the heading caption "Transfer Restrictions."

Offering of Notes; Restrictions on Transfer. (a) Each Placement Agent, severally and not jointly, represents and warrants that such Placement Agent is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a "QIB"). Each Placement Agent, severally and not jointly, agrees with GST Funding, GST and GST USA the Company that (i) it will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as such those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit offers for the Notes only from, and will offer the Notes only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, (1x) QIBs or (2y) other institutional accredited investors (as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act) ("institutional accredited investors") that, prior to their purchase of any the Notes, deliver to such Placement Agent a letter containing the representations and agreements set forth in Annex Appendix A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers", ," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing such the Notes are deemed to have represented and agreed as provided in the Final Memorandum under the heading caption "Transfer Restrictions."

Offering of Notes; Restrictions on Transfer. (a) Each Placement Agent, severally and not jointly, represents and warrants that such Placement Agent is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a "QIB"). Each Placement Agent, severally and not jointly, agrees with GST Funding, GST and GST USA the Company that (i) it will not solicit offers for, or offer or sell, the such Notes by any form of general solicitation or general advertising (as such those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit offers for the such Notes only from, and will offer the such Notes only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, (1x) QIBs or (2y) other institutional accredited investors (as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act) ("institutional accredited investors") that, prior to their purchase of any the Notes, deliver to such Placement Agent a letter containing the representations and agreements set forth in Annex Appendix A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers", ," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing such Notes are deemed to have represented and agreed as provided in the Final Memorandum under the heading caption "Transfer Restrictions."

Offering of Notes; Restrictions on Transfer. (a) Each Placement ------------------------------------------- Agent, severally and not jointly, represents and warrants to the Company that such Placement Agent is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a "QIB"). Each Placement Agent, severally and not jointly, agrees with GST Funding, GST and GST USA the Company that (i) it will not solicit offers for, or offer or sell, the such Notes by any form of general solicitation or general advertising (as such those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit offers for the such Notes only from, and will offer the such Notes only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, (1x) QIBs or (2y) other institutional accredited investors (as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act) ("institutional accredited investors") that, prior to their purchase of any the Notes, deliver to such Placement Agent a letter containing the representations and agreements set forth in Annex Appendix A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers", ," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing such Notes are deemed to have represented and agreed as provided in the Final Memorandum under the heading caption "Transfer Restrictions."

Offering of Notes; Restrictions on Transfer. (a) Each Placement Agent, severally and not jointly, represents and warrants that such Placement Agent is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a "QIB"). Each Placement Agent, severally and not jointly, agrees with GST Funding, GST and GST USA the Company that (i) it will not solicit offers for, or offer or sell, the such Notes by any form of general solicitation or general advertising (as such those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit offers for the such Notes only from, and will offer the and sell such Notes only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, (1x) QIBs or (2y) other institutional accredited investors (as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act) ("institutional accredited investors") that, prior to their purchase of any the Notes, deliver to such Placement Agent a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers", ," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, in each case, in purchasing such Notes are deemed to have represented and agreed as provided in the Final Memorandum under the heading caption "Transfer Restrictions."

Offering of Notes; Restrictions on Transfer. (a) Each Placement Agent, severally and not jointly, The Initial Purchaser represents and warrants that such Placement Agent it is a qualified institutional buyer (as defined in Rule 144A under the Securities Act (Act, a "QIB"). Each Placement Agent, severally and not jointly, The Initial Purchaser agrees with GST Funding, GST and GST USA the Company (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as such those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act Act; and (ii) it has and will solicit offers for the Notes only from, and will offer the Notes only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, (1) persons whom the Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or (2) other more institutional accredited investors (accounts for which such person is acting as defined in Rule 501(a) (1)fiduciary or agent, (2), (3) or (7) under the Securities Act) ("institutional accredited investors") that, prior to their purchase of any Notes, deliver to only when such Placement Agent a letter containing the representations and agreements set forth in Annex A person has represented to the Final Memorandum Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers", ," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) ); provided, however, that, in each casethe case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Memorandum under (or, if the heading "Transfer RestrictionsFinal Memorandum is not in existence, in the most recent Memorandum)."