Common use of Representations and Warranties of the Initial Purchaser Clause in Contracts

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to, and agrees with, the Company that: (a) It The Initial Purchaser is either a QIB or an Accredited Institution with such knowledge and experience in financial and business matters as defined are necessary in Rule 144A under order to evaluate the Act merits and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and risks of an investment in the Final Offering CircularSeries A Notes. (b) It The Initial Purchaser (i) is not acquiring the Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Series A Notes in a transaction that would violate the Act or the securities laws of any state State of the United States or any other applicable jurisdiction. In connection with jurisdiction and (ii) will be reoffering and reselling the Exempt Resales, it will solicit offers to buy the Series A Notes only from, to QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A and will offer to a limited number of Accredited Institutions that execute and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be deliver a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented letter containing certain representations and agreed as provided under the caption “Notice to Investors” contained agreements in the Final form attached as Annex A to the Offering Circular. (c) No The Initial Purchaser agrees that no form of general solicitation or general advertising in violation (within the meaning of Regulation D under the Act Act) has been or will be used nor will any offers in any manner involving a public offering within by the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the NotesSeries A Notes pursuant hereto, including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium, or broadcast over television or radio, or transmitted over the internet, or communicated in any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (d) The Initial Purchaser agrees that, in connection with Exempt Resales, it will solicit offers to buy the Series A Notes only from, and will offer to sell the Series A Notes only to, Eligible Purchasers. The Initial Purchaser further agrees that it will offer to sell the Series A Notes only to, and will solicit offers to buy the Series A Notes only from (i) Eligible Purchasers that the Initial Purchaser reasonably believes are QIBs and (ii) Accredited Institutions who make the representations contained in, and execute and return to the Initial Purchaser, a certificate in the form of Annex A attached to the Offering Circular, in each case, that agree that (A) the Series A Notes purchased by them may be resold, pledged or otherwise transferred within the time period referred to under Rule 144(k) (taking into account the provisions of Rule 144(d) under the Act, if applicable) under the Act, as in effect on the date of the transfer of such Series A Notes, only (1) to the Company, (2) to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A under the Act, (3) in an offshore transaction (as defined in Rule 902 under the Act) meeting the requirements of Rule 904 of the Act, (4) in a transaction meeting the requirements of Rule 144 under the Act, (5) to an Accredited Institution that, prior to such transfer, furnishes the Trustee a signed letter containing certain representations and agreements relating to the registration of transfer of such Series A Note (the form of which is substantially the same as Annex A to the Offering Circular) and, if such transfer is in respect of an aggregate principal amount of Series A Notes less than $250,000, an opinion of counsel acceptable to the Company that such transfer is in compliance with the Act, (6) in accordance with another exemption from the registration requirements of the Act (and based upon an opinion of counsel acceptable to the Company) or (7) pursuant to an effective registration statement and, in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction and (B) they will deliver to each Subsequent Purchaser person to whom such Series A Notes or an interest therein is transferred a notice substantially to the effect of the foregoing. (e) None of such Initial Purchaser nor any of its affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts within the meaning of Regulation S with respect to the Series A Notes. The Initial Purchaser acknowledges that the Company and, in connection with its original distribution for purposes of the Notesopinions to be delivered to the Initial Purchaser pursuant to Section 10 hereof, a copy counsel to the Company and counsel to the Initial Purchaser will rely upon the accuracy and truth of the Final Offering Circular, as amended foregoing representations and supplemented at the date of Initial Purchaser hereby consents to such deliveryreliance.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will proposes to offer the Notes for resale only sale upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular.Memorandum, and the Initial Purchaser hereby represents and warrants to and agrees with the Company that: (ba) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only toto persons whom it reasonably believes are "qualified institutional buyers" ("QIBS") within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided in the Final Memorandum under the caption “"Notice to Investors” contained in "; (b) It is a QIB within the Final Offering Circular.meaning of Rule 144A; (c) No It has not and will not, directly or indirectly, solicit offers for, or offer or sell, the Notes by any form of general solicitation or solicitation, general advertising (as such terms are used in violation of the Act has been Regulation D) or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes.Securities Act; and (d) The Initial Purchaser With respect to offers and sales outside the United States: (i) It understands that no action has been or will deliver to each Subsequent Purchaser be taken in any jurisdiction by the Company that would permit a public offering of the Notes, in connection with its original or possession or distribution of either Memorandum or any other offering or publicity material relating to the Notes, a copy in any country or jurisdiction where action for that purpose is required; and (ii) It will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Notes or has in its possession or distributes either Memorandum or any such other material, in all cases at its own expense. (iii) The Notes have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A or pursuant to another exemption from the registration requirements of the Final Offering Circular, as amended and supplemented at the date of such deliverySecurities Act.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes Units for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes Units with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes Units only from, and will offer and sell the Notes Units only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such NotesUnits, such persons are deemed to have represented and agreed as provided under the caption “"Notice to Investors” " contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes Units to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the NotesUnits. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the NotesUnits, in connection with its original distribution of the NotesUnits, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It it is a QIB as defined in Rule 144A under the Securities Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Time of Sale Document and the Final Offering Circular.; (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In in connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors (based upon written representations made by such persons to the Initial Purchaser) or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Securities Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Time of Sale Document and the Final Offering Circular.; and (c) No no form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation SS under the Securities Act, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser hereby represents and warrants to the Company that: (a) It is a QIB as defined in Rule 144A under the Act Act, and it will offer the Notes Units for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering CircularConfidential Information Memorandum. (b) It is not acquiring the Notes Units with a view to any distribution thereof or with any present intention of offering or selling any of the Units in a transaction that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. . (c) It has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Units by means of any form of general solicitation or general advertising (including, without limitation, as such terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act. (d) In connection with the Exempt Resales, it will solicit offers to buy the Notes Units only from, and will offer and sell the Notes Units only to, (A) persons Persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons Persons reasonably believed by the Initial Purchaser to be Institutional Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering Circular. (ce) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with With respect to Notes Units to be sold in reliance on Regulation S, the Initial Purchaser shall comply with the requirements of Regulation S of the Act. Without limiting the foregoing, the offer and sale of such Units shall not be made by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notesrepresentatives. (df) The Initial Purchaser will deliver to each Subsequent Purchaser of the NotesUnits, in connection with its original distribution of the NotesUnits, a copy of the Final Offering CircularConfidential Information Memorandum, as amended and supplemented at the date of such delivery. (g) The Initial Purchaser understands that for purposes of the opinions to be delivered to the Initial Purchaser pursuant hereto, counsel to the Company and the Initial Purchaser’s counsel will rely upon the accuracy and truth of the foregoing representations and the Initial Purchaser hereby consent to such reliance.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes Units for resale only upon and subject to the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes Units with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes Units only from, and will offer and sell the Notes Units only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such NotesUnits, such persons are deemed to have represented and agreed as provided under the caption “"Notice to Investors” " contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes Units to be sold in reliance on Regulation S, by means of any directed selling efforts efforts, be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the NotesUnits. (d) The Initial Purchaser It will deliver to each Subsequent Purchaser of the NotesUnits, in connection with its original distribution of the NotesUnits, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes Units for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes Units with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes Units only from, and will offer and sell the Notes Units only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in the Final Canadian Offering Memorandum under the caption "Representation and Agreement by Purchasers" and in the manner and in compliance with the conditions therein set forth, and, in connection with each such sale, it will take reasonable steps to ensure that the purchaser of such Units is aware that such sale is being made in reliance on Rule 144A or Regulation S or, in Canada, on a private placement basis and acknowledge that the Units may be subject to resale restrictions under the ActCanadian securities laws; providedPROVIDED, howeverHOWEVER, that in purchasing such NotesUnits, such persons are deemed to have represented and agreed as provided under the caption “"Notice to Investors” " contained in the Final Offering CircularCircular and under the caption "Representation and Agreement by Purchasers" in the Final Canadian Offering Memorandum. (c) No form of general solicitation or general advertising in violation of the Act or Canadian securities laws has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes Units to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the NotesUnits. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the NotesUnits, in connection with its original distribution of the NotesUnits, a copy of the Final Offering CircularCircular (and in Canada, the Final Canadian Offering Memorandum), as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. (a) The Initial Purchaser represents and warrants to the Company that: : (a1) It the Notes sold to the Initial Purchaser to be acquired by it hereunder are being acquired for its own account or an account with respect to which it exercises sole investment discretion and it or any such account is a QIB "qualified institutional buyer" as defined in Rule 144A under of the Act ("QIB") and it will offer the has no intention of distributing or reselling such Notes for resale only upon the selling restrictions, terms and conditions set forth or any part thereof in this Agreement and any transaction which would be in the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or violation of the securities laws of any state of the United States of America or any other applicable jurisdiction. In connection with the Exempt Resalesstate; (2) it has not solicited offers for, it will solicit offers to buy the Notes only fromor offered or sold, and will not solicit offers for, or offer and sell or sell, the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering Circular. (c) No means of any form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act orAct, or with respect to Notes to be any such securities sold in reliance on Regulation SS of the Act, by means of any directed selling efforts within the meaning of Rule 903 under the Act and the Commission's Release No. 33-6863; (3) it acknowledges that the Notes have not been or will not be made by registered under the Act and that none of the Notes may be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as set forth below; (4) it shall not resell or otherwise transfer any of such Initial Purchaser Securities except (A) to the Company or any of its representatives Subsidiaries, (B) inside the United States to a QIB in connection compliance with Rule 144A or, if any such Person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such Person has represented to the offer 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, (C) inside the United States to a limited number of other institutional investors reasonably believed by the Initial Purchaser to be "Accredited Investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of the Act) each of which, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to the Initial Purchaser and sale the Company a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Notes set forth in Appendix A to the Final Memorandum in private sales exempt from registration under the Act, (D) outside the Unites States in compliance with Rule 904 under the Act, (E) pursuant to any other exemption from registration provided under the Act (if available) including Rule 144 thereunder or (F) pursuant to an effective registration statement under the Act; and (5) it will give to each person to whom it transfers the Notes notice of any restrictions on transfer of such Notes and subject to the Company's right prior to any such offer, sale or transfer pursuant to clause (E) to require the delivery of an opinion of counsel, certification and/or other information satisfactory to it; and subject, nevertheless, to the disposition of the Notes. Initial Purchaser's property being at all times within its control and provided that with respect to clause (dC) The Initial Purchaser will deliver and (D) above, each such transfer is effected by delivery to each Subsequent Purchaser such purchaser of securities in definitive form and registered in its name (or its nominee's name) on the Notes, in connection with its original distribution books maintained by the registrar of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.the

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants thatto the Company and the Guarantors that as of the date hereof and as of the Closing Date: (a) It is a QIB QIB, with such knowledge and experience in financial and business matters as defined are necessary in Rule 144A order to evaluate the merits and risks of an investment in the Notes and the Initial Purchaser acknowledges that it is purchasing the Notes pursuant to a private sale exempt from registration under the Act and it that the Notes have not been registered under the Act. It will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it It will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the ActAct ("Regulation S"); provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “"Notice to Investors” " contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the NotesAct. (d) With respect to offers and sales outside the United States, it has offered the Notes and will offer and sell the Notes (1) as part of its distribution at any time and (2) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Closing Date, only in accordance with Rule 903 of Regulation S or another exemption from the registration requirements of the Act. Accordingly, neither it nor any person acting on its behalf has engaged or will engage in any "directed selling efforts" (as defined in Regulation S) with respect to the Notes, and any such persons have complied and will comply with the offering restrictions requirements of Regulation S. (e) The Initial Purchaser agrees that, at or prior to confirmation of a sale of the Notes pursuant to Regulation S, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it or through it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to or for the account or benefit of, U.S. persons (i) as part of their distribution at any time and (ii) otherwise until forty days after the later of the date upon which the offering of the Securities commenced and the date of closing, except in either case in accordance with Regulation S or Rule 144A under the Securities Act. Terms used above have the meaning given to them by such Regulation S." (f) The Initial Purchaser will deliver to each Subsequent Purchaser of the NotesNotes the form of the Investor Letter and, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Institutional Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “"Notice to Investors” " contained in the Pricing Disclosure Package and the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Pricing Disclosure Package and the Final Offering Circular, as amended and supplemented at the date of such delivery. (i) It has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer and (ii) it has complied and will comply with all applicable provisions of the FSMA, with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to, and agrees with, the Issuer that: (a) It The Initial Purchaser is a QIB with such knowledge and experience in financial and business matters as defined are necessary in Rule 144A under order to evaluate the Act merits and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and risks of an investment in the Final Offering CircularNotes. (b) It The Initial Purchaser (i) is not acquiring the Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Notes in a transaction that would violate the Act or the securities laws of any state State of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it jurisdiction and (ii) will solicit offers to buy be reoffering and reselling the Notes only from, and will offer and sell to QIBs in reliance on the Notes only to, (A) persons reasonably believed exemption from the registration requirements of the Act provided by Rule 144A under the Initial Purchaser Act or to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in reliance upon Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering Circular. (c) No The Initial Purchaser agrees that no form of general solicitation or general advertising in violation (within the meaning of Regulation D under the Act Act) has been or will be used nor will any offers in any manner involving a public offering within by the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the NotesNotes pursuant hereto, including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium, or broadcast over television or radio, or transmitted over the internet, or communications in any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (d) The Initial Purchaser agrees that, in connection with Exempt Resales, it will solicit offers to buy the Notes only from, and will offer to sell the Notes only to, Eligible Purchasers. The Initial Purchaser further agrees that it will offer to sell the Notes only to, and will solicit offers to buy the Notes only from Eligible Purchasers that the Initial Purchaser reasonably believes are QIBs or non-U.S. persons that agree that (i) the Notes purchased by them may be resold, pledged or otherwise transferred within the time period referred to under Rule 144(k) (taking into account the provisions of Rule 144(d) under the Act, if applicable) under the Act, as in effect on the date of the transfer of such Notes, only (A) to the Issuer, (B) to a person who the seller reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A under the Act, (C) in an offshore transaction (as defined in Rule 902 under the Act) meeting the requirements of Rule 904 of the Act, (D) in a transaction meeting the requirements of Rule 144 under the Act, (E) in accordance with another exemption from the registration requirements of the Act (and based upon an opinion of counsel acceptable to the Issuer) or (F) pursuant to an effective registration statement and, in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction and (ii) they will deliver to each Subsequent Purchaser person to whom such Notes or an interest therein is transferred a notice substantially to the effect of the Notes, in foregoing. In connection with its original distribution sales of the Notes, a copy Notes by the Initial Purchaser to non-U.S. persons outside the United States to whom the Initial Purchaser reasonably believes offers and sales of the Final Offering CircularNotes may be made in reliance upon Regulation S, the Initial Purchaser agrees (i) to comply with the offering restrictions requirement of Regulation S, (ii) at or prior to confirmation of the sale of such Notes made in reliance on Regulation S, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration to which it sells Notes a confirmation or other notice as amended required by Rule 903 of Regulation S, and supplemented at (iii) not to engage in hedging transactions with respect to the Notes prior to the date one year following the Closing Date except in compliance with the Securities Act. The Initial Purchaser acknowledges that the Issuer and, for purposes of the opinions to be delivered to the Initial Purchaser pursuant to Section 9 hereof, counsel to the Issuer and counsel to the Initial Purchaser will rely upon the accuracy and truth of the foregoing representations and the Initial Purchaser hereby consents to such deliveryreliance.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to, and agrees with, the Issuer that: (a) It The Initial Purchaser is a QIB with such knowledge and experience in financial and business matters as defined are necessary in Rule 144A under order to evaluate the Act merits and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and risks of an investment in the Final Offering CircularNotes. (b) It The Initial Purchaser (i) is not acquiring the Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Notes in a transaction that would violate the Act or the securities laws of any state State of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it jurisdiction and (ii) will solicit offers to buy be reoffering and reselling the Notes only from, and will offer and sell to QIBs in reliance on the Notes only to, (A) persons reasonably believed exemption from the registration requirements of the Act provided by Rule 144A under the Initial Purchaser Act or to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in reliance upon Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering Circular. (c) No The Initial Purchaser agrees that no form of general solicitation or general advertising in violation (within the meaning of Regulation D under the Act Act) has been or will be used nor will any offers in any manner involving a public offering within by the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the NotesNotes pursuant hereto, including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium, or broadcast over television or radio, or transmitted over the internet, or communications in any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (d) The Initial Purchaser agrees that, in connection with Exempt Resales, it will solicit offers to buy the Notes only from, and will offer to sell the Notes only to Eligible Purchasers. The Initial Purchaser further agrees that it will offer to sell the Notes only to, and will solicit offers to buy the Notes only from Eligible Purchasers that the Initial Purchaser reasonably believes are QIBs or non-U.S. persons that agree that (i) the Notes purchased by them may be resold, pledged or otherwise transferred within the time period referred to under Rule 144(k) (taking into account the provisions of Rule 144(d) under the Act, if applicable) under the Act, as in effect on the date of the transfer of such Notes, only (A) to the Issuer, (B) to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A under the Act, (C) in an offshore transaction (as defined in Rule 902 under the Act) meeting the requirements of Rule 904 of the Act, (D) in a transaction meeting the requirements of Rule 144 under the Act, (E) to an “accredited investor,” as defined in Rule 501(a)(1), (2), (3) and (7) under the Act, that, prior to such transfer, furnishes the Trustee a signed letter containing certain representations and agreements relating to the registration of transfer of such Note and, if such transfer is in respect of an aggregate principal amount of Notes less than $250,000, an opinion of counsel acceptable to the Issuer that such transfer is in compliance with the Act, (F) in accordance with another exemption from the registration requirements of the Act (and based upon an opinion of counsel acceptable to the Issuer) or (G) pursuant to an effective registration statement and, in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction and (ii) they will deliver to each Subsequent Purchaser person to whom such Notes or an interest therein is transferred a notice substantially to the effect of the Notesforegoing. The Initial Purchaser acknowledges that the Issuer and, in connection with its original distribution for purposes of the Notesopinions to be delivered to the Initial Purchaser pursuant to Section 9 hereof, a copy counsel to the Issuer and counsel to the Initial Purchaser will rely upon the accuracy and truth of the Final Offering Circular, as amended foregoing representations and supplemented at the date of Initial Purchaser hereby consents to such deliveryreliance.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “"Notice to Investors” " contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or QIBs, (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the ActPersons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation SS under the Securities Act, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser non-U.S. persons referred to in Regulation S under the Act, and in connection with each such sale, it will take reasonable steps to ensure that the purchaser of such Notes is aware that such sale is being made in reliance on Rule 144A, Regulation D or Regulation S, as applicable; providedPROVIDED, howeverHOWEVER, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “"Notice to Investors” " contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” "NOTICE TO INVESTORS" contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser hereby represents and warrants that: to, and agrees with the Company that the Initial Purchaser (ai) It is a QIB an institutional "accredited investor" (as defined in Rule 144A under Regulation D) with such knowledge and experience in financial and business matters as are necessary to evaluate the Act merits and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and risks of an investment in the Final Offering Circular. Securities; (bii) It is not acquiring the Notes Securities with a view to any distribution thereof that would violate the Securities Act or the securities or blue sky laws of any state or country, (iii) has received all information it considers necessary to evaluate the merits and risks of an investment in the United States or any other applicable jurisdiction. In connection with the Exempt ResalesSecurities, it (iv) has not and will not solicit offers for, or offer to buy sell, the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed Securities by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering Circular. (c) No means of any form of general solicitation or general advertising in violation within the meaning of Rule 502(c) under the Act has been Securities Act, or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act orSecurities Act; and (v) has and will solicit offers for the Securities only from, with respect and will offer, sell or deliver the Securities, as part of their initial offering, only to Notes persons in the United States it reasonably believes to be sold QIBs to whom notice has been given that such sale or delivery is being made in reliance on Regulation SRule 144A or, by means of if any directed selling efforts be made by such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser that each such account is a QIB to whom notice has been given that such sale or any of its representatives delivery is being made in connection with the offer and sale of any of the Notes. (d) reliance on Rule 144A. The Initial Purchaser will deliver to each Subsequent Purchaser (i) acknowledges that the Company and, for purposes of the Notesopinions to be delivered to the Initial Purchaser pursuant hereto, in connection with its original distribution counsel to the Company and counsel to the Initial Purchaser will rely upon the accuracy and truth of the Notes, a copy of the Final Offering Circular, as amended foregoing representations and supplemented at the date of (ii) hereby consents to such deliveryreliance.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants thatto the Issuer, the Company and the Guarantors that as of the date hereof and as of the Closing Date: (a) It is a QIB as defined in Rule 144A under the 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 and the Initial Purchaser acknowledges that it is purchasing the Notes pursuant to a private sale exempt from registration under the Act and it that the Notes have not been registered under the Act. It will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it It will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with Act. (d) With respect to offers and sales outside the United States, it has offered the Notes to be sold and will offer and sell the Notes (1) as part of its distribution at any time and (2) otherwise until 40 days after the later of the commencement of the offering of the Notes and the Closing Date, only in reliance accordance with Rule 903 of Regulation S or another exemption from the registration requirements of the Act. Accordingly, neither it nor any person acting on Regulation S, by means of its behalf has engaged or will engage in any directed selling efforts be made (within the meaning of Regulation S) with respect to the Notes, and any such persons have complied and will comply with the offering restrictions requirements of Regulation S. Terms used in this Section 6(e) and Section 6(f) have the meanings given to them by such Regulation S. (e) The Initial Purchaser agrees that, at or any prior to confirmation of its representatives in connection with the offer and a sale of the Notes pursuant to Regulation S it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it or through it during the restricted period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to or for the account or benefit of, U.S. persons (i) as part of their distribution at any time and (ii) otherwise until forty days after the later of the Notes.date upon which the offering of the Securities commenced and the date of closing, except in either case in accordance with Regulation S or Rule 144A under the Securities Act. Terms used above have the meaning given to them by Regulation S.” (df) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Time of Sale Document and the Final Offering CircularMemorandum. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Time of Sale Document and the Final Offering CircularMemorandum. (c) No form of general solicitation or general advertising (as those terms are defined in Regulation D under the Act) in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such the Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “"Notice to Investors” " contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser Purchaser, represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering CircularPricing Disclosure Package. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the ActPersons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering CircularPricing Disclosure Package. (c) No form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation SS under the Securities Act, by means of any directed selling efforts be made by such the Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon and subject to the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “"Notice to Investors” " contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts efforts, be made by such the Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser It will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.

Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that: (a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering Circular. (b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Notes, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Annex A to the Final Offering Circular, or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering Circular. (c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such the Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.