Common use of Private Offering; No Integration or General Solicitation Clause in Contracts

Private Offering; No Integration or General Solicitation. (a) Subject to compliance by the Purchasers with the representations and warranties set forth in Section 5 hereof and with the procedures set forth in Section 10 hereof, it is not necessary in connection with the exchange of the Existing Holdings Notes for the Notes to the Purchasers and to any Person to whom any Purchaser sells any of such Notes (each, a “Subsequent Purchaser”) in the manner contemplated by this Agreement to register the Notes under the Securities Act, or, until such time as the Exchange Notes are issued or the Notes or Exchange Notes are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating to the Notes or Exchange Notes under the TIA. (b) The Company has not, directly or indirectly, offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance of the Notes and require the Notes to be registered under the Securities Act. None of the Company, its Affiliates or any person acting on its or any of their behalf (other than the Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes. With respect to the Notes, if any, sold in reliance upon the exemption afforded by Regulation S (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the 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 Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

Private Offering; No Integration or General Solicitation. (a) Subject to compliance by the Purchasers with the representations and warranties set forth in Section 5 hereof and with the procedures set forth in Section 10 hereof, it is not necessary in connection with the exchange offer, sale and delivery of the Existing Holdings Notes for the Notes to the Purchasers and to any Person to whom any Purchaser sells any of such Notes (each, a “"Subsequent Purchaser”") in the manner -------------------- contemplated by this Agreement to register the Notes under the Securities Act, or, until such time as the Exchange Notes are issued or the Notes or Exchange Notes are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating to the Notes or Exchange Notes under the TIA. (b) The Company has not, directly or indirectly, offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance sale of the Notes and require the Notes to be registered under the Securities Act. None of the Company, its Affiliates or any person acting on its or any of their behalf (other than the Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes. With respect to the Notes, if any, sold in reliance upon the exemption afforded by Regulation S S: (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the 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 Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

Private Offering; No Integration or General Solicitation. (a) Subject to compliance by the Original Notes Purchasers with the representations and warranties set forth in Section 5 hereof and with Clause 46 (Securities Representations by the procedures set forth in Section 10 hereofOriginal Notes Purchasers), it is not necessary in connection with the exchange offer and sale of the Existing Holdings Notes for the Notes to the Original Notes Purchasers and to any Person to whom any Purchaser sells any of such Notes (each, a “Subsequent Purchaser”) in the manner contemplated by this Agreement Agreement, to register the Notes or the guarantees under the U.S. Securities Act, or, until such time as the Exchange Notes are issued Act or the Notes or Exchange Notes are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating to the Notes or Exchange Notes guarantees thereof under the TIAU.S. Trust Indenture Act of 1939, as amended. (b) The Company has not, None of the Original Obligors or their Affiliates or any person acting on any of their behalf directly or indirectly, has offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance sale of the Notes or the guarantees thereof and require the Notes or the guarantees thereof to be registered under the U.S. Securities Act. None of the Company, its Original Obligors or their Affiliates or any person acting on its or any of their behalf (other than the Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the U.S. Securities Act) in connection with the offering of the Notes. With respect to the Notes, if any, sold in reliance upon the exemption afforded by Regulation S S: (i) none of the Company, its Original Obligors or their Affiliates or any person acting on its or any of their behalf (other than the 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 S; and (ii) each of the Company Original Obligors and its their Affiliates and any person acting on its or any of their behalf (other than the Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S. (c) The Notes are eligible for resale pursuant to Rule 144A and will not, at the Closing Date, be of the same class as securities listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act or quoted on a U.S. automated interdealer quotation system. (d) No member of the Group has paid, or is obligated to pay, to any person any brokerage or finder’s fees in connection with the offering and sale of the Notes

Private Offering; No Integration or General Solicitation. (a) Subject to compliance by the Original Purchasers or the Additional Note Purchasers (as applicable) with the representations and warranties set forth in Section 5 hereof Clause 38 (Representations and with Undertakings of the procedures set forth in Section 10 hereofPurchasers), it is not necessary in connection with the exchange offer and sale of the Existing Holdings Notes for the Notes to the Original Purchasers and to any Person to whom any Purchaser sells any of such Notes or the Additional Note Purchasers (each, a “Subsequent Purchaser”as applicable) in the manner contemplated by this Agreement Agreement, to register the Notes or the guarantees under the U.S. Securities Act, or, until such time as the Exchange Notes are issued Act or the Notes or Exchange Notes are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating to the Notes or Exchange Notes guarantees thereof under the TIAU.S. Trust Indenture Act of 1939, as amended. (b) The Company has notNone of the Original Obligors, Obligors as at the Establishment Date of the Additional Notes (the “Additional Notes Obligors”) (as applicable) or their Affiliates or any person acting on any of their behalf directly or indirectly, has offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance sale of the Notes or the guarantees thereof and require the Notes or the guarantees thereof to be registered under the U.S. Securities Act. None of the Company, its Original Obligors or Additional Notes Obligors (as applicable) or their Affiliates or any person acting on its or any of their behalf (other than the Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the U.S. Securities Act) in connection with the offering of the Notes. With respect to the Notes, if any, sold in reliance upon the exemption afforded by Regulation S : (i) none of the Company, its Original Obligors or Additional Notes Obligors (as applicable) or their Affiliates or any person acting on its or any of their behalf (other than the 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 S; and (ii) each of the Company Original Obligors or Additional Notes Obligors (as applicable) and its their Affiliates and any person acting on its or any of their behalf (other than the Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S. (c) No member of the Group has paid, or is obligated to pay, to any person any brokerage or finder’s fees in connection with the offering and sale of the Notes.

Private Offering; No Integration or General Solicitation. (a) Subject to compliance by the Purchasers with the representations and warranties set forth in Section 5 hereof and with the procedures set forth in Section 10 hereof, it is not necessary in connection with the exchange offer, sale and delivery of the Existing Holdings Notes for the Notes Securities to the Purchasers and to any Person to whom any Purchaser sells any of such Notes Securities (each, a “"Subsequent ---------- Purchaser”") in the manner contemplated by this Agreement to register the Notes --------- Securities under the Securities Act, or, in the case of the Notes, until such time as the Exchange Notes are issued or the Notes or Exchange Notes are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating to the Notes or Exchange Notes under the TIA. (b) The Company Issuer has not, directly or indirectly, offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance sale of the Notes Securities and require the Notes Securities to be registered under the Securities Act. None of the Company, Issuer or its Affiliates or any person Person acting on its or any of their behalf (other than the Purchasers, as to whom the Company makes Issuer make no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the NotesSecurities. With respect to the NotesSecurities, if any, sold in reliance upon the exemption afforded by Regulation S S: (i) none of the CompanyIssuer, its Affiliates or any person Person acting on its or their behalf (other than the 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 Issuer and its Affiliates and any person Person acting on its or their behalf (other than the Purchasers, as to whom the Company makes Issuer make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

Private Offering; No Integration or General Solicitation. (a) Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 5 hereof and with the procedures set forth in Section 10 hereofArticle 5, it is not necessary in connection with the exchange offer and sale of the Existing Holdings Notes for Securities on the Notes Closing Date to the Initial Purchasers and to any Person to whom any Purchaser sells any of such Notes (each, a “Subsequent Purchaser”) in the manner contemplated by this Agreement Agreement, to register the Notes Securities issued on the Closing Date under the Securities Act, or, until such time as the Exchange Notes are issued Act or the Notes or Exchange Notes are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating to the Notes or Exchange Initial Notes under the TIATrust Indenture Act of 1939. (b) The Company has notNone of the Issuers or their Affiliates or any Person acting on any of their behalf (other than the Initial Purchasers and their Affiliates, as to whom the Issuers make no representation or warranty) directly or indirectly, has offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance sale of the Notes Securities issued on the Closing Date and require the Notes Securities issued on the Closing Date to be registered under the Securities Act. None of the Company, its Issuers or their Affiliates or any person Person acting on its or any of their behalf (other than the PurchasersInitial Purchasers and their Affiliates, as to whom the Company makes Issuers make no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the NotesSecurities issued on the Closing Date. With respect to the NotesSecurities issued on the Closing Date, if any, sold in reliance upon the exemption afforded by Regulation S S: (i) none of the Company, its Issuers or their Affiliates or any person Person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes Issuers 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 or any person Person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes Issuers make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S. (c) The Securities issued on the Closing Date are eligible for resale pursuant to Rule 144A and will not, at the Closing Date, be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated interdealer quotation system.

Private Offering; No Integration or General Solicitation. (a) Subject to compliance by the Purchasers with the representations and warranties set forth in Section 5 hereof and with the procedures set forth in Section 10 9 hereof, it is not necessary in connection with the exchange offer, sale and delivery of the Existing Holdings Notes for the Notes Securities to the Purchasers and to any Person to whom any Purchaser sells any of such Notes Securities (each, a “Subsequent Purchaser”"SUBSEQUENT PURCHASER") in the manner contemplated by Section 9.01 of this Agreement to register the Notes Securities under the Securities Act, or, until such time as the Exchange Notes are issued or the Notes or Exchange Notes are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating to the Notes or Exchange Notes under the TIA. (b) The Company Issuer has not, directly or indirectly, offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which that would be integrated with the issuance sale of the Notes Securities and require the Notes Securities to be registered under the Securities Act. None of the Company, Issuer or its Affiliates or any person Person acting on its or any of their behalf (other than the Purchasers, as to whom the Company Issuer makes no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the NotesSecurities. With respect to the NotesSecurities, if any, sold in reliance upon the exemption afforded by Regulation S S: (i) none of the CompanyIssuer, its Affiliates or any person Person acting on its or their behalf (other than the 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 Issuer and its Affiliates and any person Person acting on its or their behalf (other than the Purchasers, as to whom the Company makes Issuer make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

Private Offering; No Integration or General Solicitation. (a) Subject to compliance by the Purchasers with accuracy of the representations and warranties of the Note Purchasers set forth in Section 5 hereof and with the procedures set forth in Section 10 hereof6.16, it is not necessary in connection with the exchange offer and sale of the Existing Holdings Notes for the Notes to the Note Purchasers and to any Person to whom any Purchaser sells any of such Notes (each, a “Subsequent Purchaser”) in the manner contemplated by this Agreement Agreement, to register the Notes under the Securities Act, or, until such time as the Exchange Notes are issued Act or the Notes or Exchange Notes are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating related to the Notes or Exchange Notes under the TIA. (b) The Company has notNone of the Issuer or its Affiliates or any Person acting on any of their behalf (other than the Note Purchasers their Affiliates or their assignees, as to whom the Issuer makes no representation or warranty), directly or indirectly, has offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance sale of the Notes and require the Notes to be registered under the Securities Act. None of the Company, Issuer or its Affiliates or any person Person acting on its or any of their behalf (other than the Note Purchasers, their Affiliates or their assignees, as to whom the Company Issuer makes no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes. With respect to the Notes, if any, sold in reliance upon the exemption afforded by Regulation S S: (i) none of the Company, Issuer or its Affiliates or any person Person acting on its or their behalf (other than the Note Purchasers, their Affiliates or their assignees, 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 Issuer and its Affiliates and any person each other Person acting on its or their behalf (other than the Note Purchasers, their Affiliates or their assignees, as to whom the Company Issuer makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S. (c) The Notes are eligible for resale pursuant to Rule 144A under the Securities Act and will not, at the Closing Date, be of the same class of securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated interdealer quotation system.

Private Offering; No Integration or General Solicitation. (a) In connection with the issuance and sale of the Initial Notes on the Closing Date: (i) Subject to compliance by the GS Initial Purchasers with the representations and warranties set forth in Section 5 hereof and with the procedures set forth in Section 10 hereofArticle 5, it is not necessary in connection with the exchange offer and sale of the Existing Holdings Initial Notes for the Notes to the Purchasers and to any Person to whom any Purchaser sells any of such Notes (each, a “Subsequent Purchaser”) in the manner contemplated by this Agreement Agreement, to register the Initial Notes issued on the Closing Date under the Securities Act, or, until such time as the Exchange Notes are issued Act or the Notes or Exchange Notes are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating to the Notes or Exchange Initial Notes under the TIATrust Indenture Act of 1939. (bii) The Company has notNone of the Issuer or its Affiliates or any Person acting on any of their behalf (other than the GS Initial Purchasers and their Affiliates, as to whom the Issuer makes no representation or warranty) directly or indirectly, has offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance sale of the Initial Notes issued on the Closing Date and require the Initial Notes issued on the Closing Date to be registered under the Securities Act. None of the Company, Issuer or its Affiliates or any person Person acting on its or any of their behalf (other than the PurchasersGS Initial Purchasers and their Affiliates, as to whom the Company Issuer makes no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the NotesInitial Notes issued on the Closing Date. With respect to any Initial Notes issued on the Notes, if any, Closing Date sold in reliance upon the exemption afforded by Regulation S S: (i) none of the Company, Issuer or its Affiliates or any person Person acting on its or their behalf (other than the PurchasersGS Initial Purchasers and their Affiliates, 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 Issuer and its Affiliates and or any person Person acting on its or their behalf (other than the PurchasersGS Initial Purchasers and their Affiliates, as to whom the Company Issuer makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S. (iii) The Initial Notes issued on the Closing Date are eligible for resale pursuant to Rule 144A and will not, as of the Closing Date, be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated interdealer quotation system. (b) In connection with the issuance and sale of any Committed Notes on any applicable Subsequent Closing Date: (i) Subject to compliance by the applicable GS Purchasers with the representations and warranties set forth in Article 5, it is not necessary in connection with the offer and sale of such Committed Notes, in each case in the manner contemplated by this Agreement, to register such Committed Notes issued on such Subsequent Closing Date under the Securities Act or to qualify an indenture relating to such Committed Notes under the Trust Indenture Act of 1939. (ii) None of the Issuer or its Affiliates or any Person acting on any of their behalf (other than the GS Purchasers and their respective Affiliates, as to whom the Issuer makes no representation or warranty) directly or indirectly, has offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the sale of such Committed Notes issued on such Subsequent Closing Date and require such Committed Notes issued on such Subsequent Closing Date to be registered under the Securities Act. None of the Issuer or its Affiliates or any Person acting on any of their behalf (other than the GS Purchasers and their respective Affiliates as to whom the Issuer makes no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of such Committed Notes issued on such Subsequent Closing Date. With respect to such Committed Notes issued on such Subsequent Closing Date sold in reliance upon the exemption afforded by Regulation S: (i) none of the Issuer or its Affiliates or any Person acting on their behalf (other than the GS Purchasers and their respective Affiliates, as to whom the 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 Issuer and its Affiliates or any Person acting on their behalf (other than the GS Purchasers and their respective Affiliates, as to whom the Issuer makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S. (iii) The Committed Notes issued on such Subsequent Closing Date are eligible for resale pursuant to Rule 144A and will not, as of such Subsequent Closing Date, be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated interdealer quotation system.

Private Offering; No Integration or General Solicitation. None of the Loan Parties nor anyone acting on behalf of any of them has offered the Notes for sale to, or solicited any offer to buy the Notes from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchaser and not more than ten (a10) other Institutional Investors including the Lenders, and no Loan Party nor anyone acting on behalf of any of them has taken or will take any action which would subject the issuance or sale of any of the Notes to the provisions of Section 5 of the Securities Act or violate the provisions of any state securities or blue sky laws of any applicable jurisdiction. Subject to compliance by the Purchasers Lenders with the representations and warranties set forth in Section 5 hereof 11.01 and with the procedures set forth in Section 10 hereofSections 12.05 and 12.06, it is not necessary in connection with the exchange offer, issue, sale and delivery of the Existing Holdings Notes for the Notes to the Purchasers and to any Person to whom any Purchaser sells any of such Notes (each, a “Subsequent Purchaser”) Initial Lenders in the manner contemplated by this Agreement and the other Loan Documents to register the Notes under the Securities Act, Act or any Securities or blue sky law of any applicable jurisdiction or, until such time as the Exchange Notes are issued or the Notes or Exchange Notes Securities are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating to the Notes or Exchange Notes under the TIA. (b) The Company has notTrust Indenture Act of 1939. Neither Holdings nor any Borrower has, directly or indirectly, offered, issued, sold or solicited any offer to buy and nor will notany of them, directly or indirectly, offer, issue, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance sale of the Notes and require the Notes to be registered under the Securities Act. None of the CompanyHoldings, its any Borrower, their Affiliates or any person acting on its or any of their behalf (other than the Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes. With respect to the Notes, if any, sold in reliance upon the exemption afforded by Regulation S (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the 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 Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S..

Private Offering; No Integration or General Solicitation. (a) Subject to compliance by the Original Notes Purchasers with the representations and warranties set forth in Section 5 hereof and with Clause 46 (Securities Representations by the procedures set forth in Section 10 hereofOriginal Notes Purchasers), it is not necessary in connection with the exchange offer and sale of the Existing Holdings Notes for the Notes to the Original Notes Purchasers and to any Person to whom any Purchaser sells any of such Notes (each, a “Subsequent Purchaser”) in the manner contemplated by this Agreement Agreement, to register the Notes or the guarantees under the U.S. Securities Act, or, until such time as the Exchange Notes are issued Act or the Notes or Exchange Notes are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating to the Notes or Exchange Notes guarantees thereof under the TIAU.S. Trust Indenture Act of 1939, as amended. (b) The Company has not, None of the Original Obligors or their Affiliates or any person acting on any of their behalf directly or indirectly, has offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance sale of the Notes or the guarantees thereof and require the Notes or the guarantees thereof to be registered under the U.S. Securities Act. None of the Company, its Original Obligors or their Affiliates or any person acting on its or any of their behalf (other than the Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the U.S. Securities Act) in connection with the offering of the Notes. With respect to the Notes, if any, sold in reliance upon the exemption afforded by Regulation S S: (i) none of the Company, its Original Obligors or their Affiliates or any person acting on its or any of their behalf (other than the 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 S; and |EU-DOCS\34803319.2|| (ii) each of the Company Original Obligors and its their Affiliates and any person acting on its or any of their behalf (other than the Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S. (c) The Notes are eligible for resale pursuant to Rule 144A and will not, at the Closing Date, be of the same class as securities listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act or quoted on a U.S. automated interdealer quotation system. (d) No member of the Group has paid, or is obligated to pay, to any person any brokerage or finder’s fees in connection with the offering and sale of the Notes

Private Offering; No Integration or General Solicitation. (a) Subject to compliance by the Purchasers each Purchaser with the representations and warranties set forth in Section 5 hereof and with the procedures set forth in Section 10 hereof, it is not necessary in connection with the exchange offer, sale and delivery of the Existing Holdings Notes for the Notes to the Purchasers such Purchaser and to any Person to whom any Purchaser sells any of such Notes (each, a “Subsequent Purchaser”) in the manner contemplated by this Agreement to register the Notes under the Securities Act, or, until such time as the Exchange Notes are issued or the Notes or Exchange Notes are otherwise registered pursuant to an effective registration statement under the Securities Act, to qualify an indenture relating to the Notes or Exchange Notes under the TIA. (b) The Company has not, directly or indirectly, offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the issuance sale of the Notes and require the Notes to be registered under the Securities Act. None of the Company, its Affiliates or any person acting on its or any of their behalf (other than the Purchasers, as to whom the Company makes Issuers make no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes. With respect to the Notes, if any, sold in reliance upon the exemption afforded by Regulation S S: (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Purchasers, as to whom the Company makes Issuers 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 Purchasers, as to whom the Company makes Issuers make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.