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

Representations and Warranties of the Initial Purchasers. The Initial Purchasers represent and warrant that: (a) Each of the Initial Purchasers is a QIB as defined in Rule 144A under the Act and each Initial Purchaser 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) They are 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, they 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 Purchasers to be QIBs or (B) persons reasonably believed by the Initial Purchasers to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchasers 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 Purchasers or any of their representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchasers will deliver to each Subsequent Purchaser of the Notes, in connection with their 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 Purchasers. The Each of the Initial Purchasers represent Purchasers, severally and warrant not jointly, represents and warrants that: (a) Each of the Initial Purchasers It is a QIB as defined in Rule 144A under the Act and each Initial Purchaser 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) They are 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, they 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 such Initial Purchasers Purchaser to be QIBs or (B) persons reasonably believed by the such Initial Purchasers Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchasers to be a purchaser referred to as defined in Regulation S under and in compliance with laws applicable to such persons in jurisdictions outside of the ActUnited States; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided in the Time of Sale Document and the Final Offering Memorandum 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 Purchasers Purchaser or any of their its representatives in connection with the offer and sale of any of the Notes. (d) The With respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom, 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 (i) to persons who are (a) “qualified investors” as defined in section 86(7)(a) of the FSMA, being persons falling within the meaning of Article 2.1(e)(i), (ii) or (iii) of the European Prospectus Directive 2003/71/EC (the “Prospectus Directive”); and (b) to persons who fall within Article 19(5) (“Investment Professionals”) of the FSMA (Financial Promotion) Order 2005 of the United Kingdom, as amended (the “FPO”) or to persons who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc”) of the FPO or to persons to whom the offering may otherwise lawfully be communicated without the need for such communication to be approved, made or directed by an “authorised person” as referred to in section 21 of the FSMA (all such persons being together referred to as “Qualifying UK Persons”); (ii) in compliance with all applicable provisions of the FSMA; and (iii) in circumstances which do not require the publication by the Issuers of a prospectus pursuant to Article 3 of the Prospectus Directive, the FSMA or the United Kingdom Listing Authority Prospectus Rules issued thereunder by the United Kingdom Financial Services Authority and that any Initial Purchasers will deliver within the United Kingdom are also Qualifying UK Persons. (e) In relation to each Subsequent Purchaser Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), the Notes have not been and will not be offered to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that the Initial Purchasers may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State at any time (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; or (ii) to any legal entity which has two or more of: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances, provided no such offer requires the publication by the Issuers of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in connection with their original distribution of that Relevant Member State by any measure implementing the Notes, a copy of Prospectus Directive in that Relevant Member State and the Final Offering Circular, as amended expression “Prospectus Directive” means Directive 2003/71/EC and supplemented at the date of such deliveryincludes any relevant implementing measure in each Relevant Member State.

Representations and Warranties of the Initial Purchasers. The Each of the Initial Purchasers represent and warrant that: (a) Each of the Initial Purchasers It is a QIB as defined in Rule 144A under the Act and each Initial Purchaser 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) They are 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, they 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 Purchasers to be QIBs or (B) persons reasonably believed by the Initial Purchasers to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchasers 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 Purchasers Purchaser or any of their its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchasers will deliver to each Subsequent Purchaser of the Notes, in connection with their 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 Purchasers. The Each of the Initial Purchasers represent represents and warrant warrants, severally and not jointly, that: (a) Each of the Initial Purchasers It is a QIB as defined in Rule 144A under the Act Act, and each Initial Purchaser it will offer the Notes Securities 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 CircularMemorandum. (b) They are 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, they It will solicit offers to buy the Notes Securities only from, and will offer and sell the Notes Securities only to, (A) persons reasonably believed by the Initial Purchasers to be QIBs or (B) persons reasonably believed by the Initial Purchasers to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchasers to be a purchaser referred to in Regulation S under the ActAct and in compliance with laws applicable to such persons in jurisdictions outside of the United States; provided, however, that in purchasing such NotesSecurities, 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 CircularMemorandum. (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 Securities to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchasers Purchaser or any of their its representatives in connection with the offer and sale of any of the NotesSecurities. (d) The Initial Purchasers will deliver to each Subsequent Purchaser of the Notes, in connection with their 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 Purchasers. The Each Initial Purchasers represent Purchaser, severally and warrant not jointly, represents and warrants that: (a) Each of the Initial Purchasers It is a QIB as defined in Rule 144A under the Act and each Initial Purchaser 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 CircularMemorandum. (b) They are 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, they 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 Purchasers to be QIBs or (B) persons reasonably believed by the Initial Purchasers to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchasers 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 CircularMemorandum. (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 Purchasers or any of their its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchasers will deliver to each Subsequent Purchaser of the Notes, in connection with their 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 Purchasers. The Each Initial Purchasers represent Purchaser severally represents and warrant warrants that: (a) Each of the Initial Purchasers It is a QIB as defined in Rule 144A under the Securities Act and each Initial Purchaser it will offer the Regulation S Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Final Offering CircularTime of Sale Document and the CIM. (b) They are It is not acquiring the Regulation S 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, they it will solicit offers to buy the Regulation S Notes only from, and will offer and sell the Regulation S Notes only to, (A) persons reasonably believed by the Initial Purchasers to be QIBs or (B) persons reasonably believed by the Initial Purchasers to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchasers to be a purchaser referred to in Regulation S under the Securities Act; provided, however, that in purchasing such Regulation S Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering CircularTime of Sale Document and the CIM. (c) No form of general solicitation or general advertising in violation of the Act directed selling efforts 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 Purchasers or any of their its representatives in connection with the offer and sale of any of the Notes. (d) The Initial Purchasers will deliver to each Subsequent Purchaser Regulation S Notes within the meaning of the Notes, in connection with their original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.Regulation S.

Representations and Warranties of the Initial Purchasers. The Each of the Initial Purchasers represent Purchasers, severally and warrant not jointly, represents and warrants (as to itself only) that: (a) Each of the Initial Purchasers It is a QIB as defined in Rule 144A under the Act and each Initial Purchaser it will offer the Notes Offered Securities 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) They are It is not acquiring the Notes Offered Securities 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, they it will solicit offers to buy the Notes Offered Securities only from, and will offer and sell the Notes Offered Securities only to, (A) persons reasonably believed by the Initial Purchasers it to be QIBs or (B) persons reasonably believed by the Initial Purchasers to be Accredited Investors or (C) persons reasonably believed by it to be non-U.S. persons reasonably believed by the Initial Purchasers to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such NotesOffered Securities, 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 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 Offered Securities to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchasers Purchaser or any of their its representatives in connection with the offer and sale of any of the NotesOffered Securities. (d) The Initial Purchasers will deliver to each Subsequent Purchaser of the Notes, in connection with their original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.