Common use of Representations of the Initial Purchasers Clause in Contracts

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold the Securities in the United States by, any manner involving any form of general solicitation or general advertising (within the meaning of Regulation D) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer the Securities to Eligible Purchasers at a price initially equal to 100.000% of the principal amount thereof, plus accrued interest, if any, from October 25, 2017. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly jointly, hereby represents and warrants to the Issuer and the Company Memorial Parties that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the CompanyMemorial Parties, on the basis of the representations, warranties and agreements of the Company and the GuarantorsMemorial Parties, that such Initial Purchaser: : (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; QIB; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities only to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) and in connection with each such Exempt Resale the case of offers and sales outside the United States, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made in reliance on Rule 144A, has taken a part hereof; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or it sold the Securities in the United States by, any manner involving by any form of general solicitation or general advertising (within General Solicitation, without the meaning of Regulation D) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering prior written consent of the SecuritiesPartnership. The Initial Purchasers have advised the Issuer and the Company Issuers that they will offer the Securities to Eligible Purchasers at a price initially equal to 100.00097.000% of the principal amount thereof, plus accrued interest, if any, from October 25April 17, 20172013. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company Memorial Parties and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company Memorial Parties and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, Purchaser severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: (i) it is a QIB Qualified Institutional Buyer and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Securities Act; (ii) (x) in connection with . Each Initial Purchaser understands that the Exempt Resales, has only sold offered Securities have not been and will only sell not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, and has only solicited offers to buy and will only solicit offers to buy the registration requirements of the Securities fromAct. Each Initial Purchaser severally represents and agrees that it has not offered or sold, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell sell, any offered Securities constituting part of its allotment except to persons whom it reasonably believes to be Qualified Institutional Buyers in transactions pursuant to Rule 144A under the SecuritiesSecurities Act or in transactions that are otherwise exempt from the registration requirements of the Securities Act. Accordingly, neither it nor any person acting on its behalf has it, directly made or indirectly, offered will make offers or sold sales of the Securities in the United States by, any manner involving by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States. Each Initial Purchaser will take reasonable steps to inform, and cause each of its Affiliates (as such term is defined in Rule 501(b) under the Securities Act to take reasonable steps to inform, persons acquiring Securities from such Initial Purchaser or Affiliate, as the case may be, in the United States that the Securities (A) have not been and will not engage in any directed selling efforts within the meaning of Rule 902 be registered under the 1933 Securities Act, (B) are being sold to them without registration under the Securities Act in connection reliance on Rule 144A or in accordance with another exemption from registration under the offering Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) pursuant to a registration statement that has become effective under the Securities Act, (3) to a person whom the seller reasonably believes to be a Qualified Institutional Buyer in compliance with Rule 144A under the Securities Act or (4) pursuant to any other available exemption from the registration requirements of the Securities. The Initial Purchasers have advised Securities Act (including, if available, the Issuer and the Company that they will offer exemption provided by Rule 144 under the Securities to Eligible Purchasers at a price initially equal to 100.000% of the principal amount thereof, plus accrued interest, if any, from October 25, 2017. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such relianceAct).

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly jointly, hereby represents and warrants to the Issuer and the Company Memorial Parties that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the CompanyMemorial Parties, on the basis of the representations, warranties and agreements of the Company and the GuarantorsMemorial Parties, that such Initial Purchaser: : (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; QIB; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities only from, and will offer to sell the Securities only to, the Eligible Purchasers, (y) and in connection with each such Exempt Resale the case of offers and sales outside the United States, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made in reliance on Rule 144A, has taken a part hereof; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, it offered or sold the Securities in the United States by, any manner involving or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation D) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the SecuritiesGeneral Solicitation. The Initial Purchasers have advised the Issuer and the Company Issuers that they will offer the Securities to Eligible Purchasers at a price initially equal to 100.00098.485% of the principal amount thereof, plus accrued interest, if any, from October 25July 17, 20172014. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company Memorial Parties and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company Memorial Parties and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Issuer and the Company Memorial Parties that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the CompanyMemorial Parties, on the basis of the representations, warranties and agreements of the Company and the GuarantorsMemorial Parties, that such Initial Purchaser: : (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; QIB; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities only from, and will offer to sell the Securities only to, the Eligible Purchasers, (y) and in connection with each such Exempt Resale the case of offers and sales outside the United States, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made in reliance on Rule 144A, has taken a part hereof; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, it offered or sold the Securities in the United States by, any manner involving or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation DD under the 1933 Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company Issuers that they will offer the Securities to Eligible Purchasers at a price initially equal to 100.00098.521% of the principal amount thereof, plus accrued interest, if any, from October 25April 17, 20172013. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company Memorial Parties and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company Memorial Parties and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly jointly, hereby represents and warrants to the Issuer and the Company Issuers that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure PackagePackage as soon as advisable in the judgment of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the CompanyIssuers, on the basis of the representations, warranties and agreements of the Company Issuers and the Guarantors, that such Initial Purchaser: : (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; QIB; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken ; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold the Securities in the United States by, any manner involving any form of general solicitation or general advertising (within the meaning of Regulation D) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company Issuers that they will offer resell the Securities to Eligible Purchasers at a price initially equal to 100.000102.375% of the principal amount thereof, plus accrued interest, if anyand unpaid interest thereon, from October 25December 15, 20172017 to the Closing Date. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company Issuers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company Partnership Entities and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: : (i) is a QIB and an “institutional accredited investor” investor within the meaning of Rule 501(a) of Regulation D under the 1933 Securities Act; ; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken ; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold the Securities in the United States by, any manner involving by any form of general solicitation or general advertising (within the meaning of Regulation DD under the 1933 Act and (iv) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer resale the Securities to Eligible Purchasers at a price initially equal to 100.000100% of the principal amount thereof, plus accrued interest, if any, from October 25February 12, 20172018. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: : (i) is a QIB and an “institutional accredited investor” investor within the meaning of Rule 501(a) of Regulation D under the 1933 Securities Act; ; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken ; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold the Securities in the United States by, any manner involving by any form of general solicitation or general advertising (within the meaning of Regulation DD under the 1933 Act and (iv) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer resell the Securities to Eligible Purchasers at a price initially equal to 100.000100% of the principal amount thereof, plus accrued interest, if any, from October 25September 17, 20172019. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly jointly, hereby represents and warrants to the Issuer Company and the Company Guarantors that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: : (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; QIB; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken ; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold the Securities in the United States by, any manner involving any form of general solicitation or general advertising (within the meaning of Regulation D) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 ActAct or general solicitation or general advertising within the meaning of Regulation D, in each case, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer resell the Securities to Eligible Purchasers at a price initially equal to 100.000100.00% of the principal amount thereof, plus accrued interest, if any, from October 25September 27, 20172021. Such Consistent with the disclosure under the caption “Plan of Distribution” in the Offering Memorandum, such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly jointly, hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the GuarantorsGuarantor, that such Initial Purchaser: (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold the Securities in the United States by, by any manner involving any form of general solicitation or general advertising (within the meaning of Regulation DD under the 1933 Act) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer the Securities to Eligible Purchasers at a price initially equal to 100.000% of the principal amount thereof, plus accrued interest, if any, from October 25July 31, 20172023. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. (i) Each of the Initial Purchasers, severally and not jointly jointly, hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: : (iA) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; QIB; (ii) (xB) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, ; (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iiiC) will not offer or sell the Securities, nor has it, directly or indirectly, it offered or sold the Securities in the United States by, any manner involving or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation DD under the 0000 Xxx) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities; and (D) in the case of offers outside the United States, will solicit offers for such Securities only from, and will offer such Securities only to, persons that it reasonably believes to be persons other than “U.S. persons” as defined in Regulation S in reliance upon Regulation S that, in each case, in purchasing such Securities are deemed to have represented and agreed as provided in the Offering Memorandum under the caption “Notice to Investors.” (ii) Each Initial Purchaser, severally and not jointly, hereby represents and warrants to, and agrees with, the Company, with respect to offers and sales outside the United States, that: (A) such Initial Purchaser understands that no action has been or will be taken by the Issuer that would permit a public offering of the Securities, or possession or distribution of the Preliminary Offering Memorandum, the General Disclosure Package, the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required; (B) such Initial Purchaser understands that the Securities have not been registered under the 1933 Act and may not be sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A or Regulation S under the 1933 Act; (C) such Initial Purchaser has offered the Securities and will offer and sell the Securities (1) as part of its distribution at any time and (2) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S or as otherwise permitted in Section 2(d)(i); accordingly, neither such Initial Purchaser, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and any such Initial Purchaser, its affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; and (D) such Initial Purchaser agrees that, at or prior to confirmation of sales of the Securities in reliance on Regulation S, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “1933 Act”) and may not be offered and 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 or (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, except in either case in accordance with Regulation S (or Rule 144A if available) under the 1933 Act. Terms used above have the meaning given to them by Regulation S.” Terms used in this Section 2(d)(ii) have the meanings given to them by Regulation S. (iii) The Initial Purchasers have advised the Issuer and the Company that they will offer resell the Securities to Eligible Purchasers at a price initially equal to 100.000100% of the principal amount thereof, plus accrued interest, if any, from October 25August 7, 20172020. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: : (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; QIB; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities only from, and will offer to sell the Securities only to, the Eligible Purchasers, (y) Purchasers in connection accordance with each such Exempt Resale made in reliance on Rule 144A, has taken this Agreement and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A the terms contemplated by the General Disclosure Package; and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, it offered or sold the Securities in the United States by, any manner involving or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation DD under the 1933 Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer the Securities to Eligible Purchasers at a price initially equal to 100.00098.096% of the principal amount thereof, plus accrued interest, if any, from October 25, 2017the Closing Date. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly jointly, hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the GuarantorsGuarantor, that such Initial Purchaser: (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold the Securities in the United States by, by any manner involving any form of general solicitation or general advertising (within the meaning of Regulation DD under the 1000 Xxx) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer the Securities to Eligible Purchasers at a price initially equal to 100.000% of the principal amount thereof, plus accrued interest, if any, from October 25May 10, 20172021. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: : (i) is a QIB and an “institutional accredited investor” investor within the meaning of Rule 501(a) of Regulation D under the 1933 Securities Act; ; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken ; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold the Securities in the United States by, any manner involving by any form of general solicitation or general advertising (within the meaning of Regulation DD under the 1933 Act and (iv) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer resell the Securities to Eligible Purchasers at a price initially equal to 100.000% of the principal amount thereof, plus accrued interest, if any, from October 25April 20, 20172021. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.. SECTION

Representations of the Initial Purchasers. Each of the Initial Purchasers, Purchaser severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: (i) it is a QIB Qualified Institutional Buyer and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Securities Act; (ii) (x) in connection with . Each Initial Purchaser understands that the Exempt Resales, has only sold offered Securities have not been and will only sell not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, and has only solicited offers to buy and will only solicit offers to buy the registration requirements of the Securities fromAct. Each Initial Purchaser severally represents and agrees that it has not offered or sold, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell sell, any offered Securities constituting part of its allotment within the SecuritiesUnited States except in accordance with Rule 144A or another applicable exemption from the registration requirements of the Securities Act. Accordingly, neither it nor any person acting on its behalf has it, directly made or indirectly, offered will make offers or sold sales of the Securities in the United States by, any manner involving by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States. Each Initial Purchaser will take reasonable steps to inform, and cause each of its Affiliates (as such term is defined in Rule 501(b) under the Securities Act to take reasonable steps to inform, persons acquiring Securities from such Initial Purchaser or Affiliate, as the case may be, in the United States that the Securities (A) have not been and will not engage in any directed selling efforts within the meaning of Rule 902 be registered under the 1933 Securities Act, (B) are being sold to them without registration under the Securities Act in connection reliance on Rule 144A or in accordance with another exemption from registration under the offering Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) pursuant to a registration statement that has become effective under the Securities Act, (3) to a person whom the seller reasonably believes to be a Qualified Institutional Buyer in compliance with Rule 144A under the Securities Act or (4) pursuant to any other available exemption from the registration requirements of the Securities. The Initial Purchasers have advised Securities Act (including, if available, the Issuer and the Company that they will offer exemption provided by Rule 144 under the Securities to Eligible Purchasers at a price initially equal to 100.000% of the principal amount thereof, plus accrued interest, if any, from October 25, 2017. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such relianceAct).

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold the Securities in the United States by, any manner involving any form of general solicitation or general advertising (within the meaning of Regulation D) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer the Securities to Eligible Purchasers at a price initially equal to 100.000100.0% of the principal amount thereof, plus accrued interest, if any, from October 251, 20172015. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in Agreement, the General Disclosure PackagePackage and the Offering Memorandum. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: : (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; QIB; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold resell the Securities in the United States by, any manner involving by means of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D); (iii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; and (iv) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer resale the Securities to Eligible Purchasers at a price initially equal to 100.00099.526% of the principal amount thereof, plus accrued interest, if any, from October 25December 1, 20172023. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel counsels to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the GuarantorsGrantors, that such Initial Purchaser: (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold the Securities in the United States by, by any manner involving any form of general solicitation or general advertising (within the meaning of Regulation D) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer the Securities to Eligible Purchasers at a price initially equal to 100.000% of the principal amount thereof, plus accrued interest, if any, from October 259, 20172019. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly jointly, hereby represents and warrants to the Issuer and the Company Issuers that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure PackagePackage as soon as advisable in the judgment of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the CompanyIssuers, on the basis of the representations, warranties and agreements of the Company Issuers and the Guarantors, that such Initial Purchaser: : (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; QIB; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken ; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or sold the Securities in the United States by, any manner involving any form of general solicitation or general advertising (within the meaning of Regulation D) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company Issuers that they will offer resell the Securities to Eligible Purchasers at a price initially equal to 100.000100.00% of the principal amount thereof, plus accrued interest, if any, from October 25December 28, 20172016. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company Issuers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company Partnership Entities and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly jointly, hereby represents and warrants to the Issuer and the Company MRD Parties that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the CompanyMRD Parties, on the basis of the representations, warranties and agreements of the Company and the GuarantorsMRD Parties, that such Initial Purchaser: : (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; QIB; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities only to, and has only solicited offers to buy and will only solicit offers to buy the Securities from, the Eligible Purchasers, (y) and in connection with each such Exempt Resale the case of offers and sales outside the United States, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made in reliance on Rule 144A, has taken a part hereof; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, offered or it sold the Securities in the United States by, any manner involving by any form of general solicitation or general advertising (within General Solicitation other than a General Solicitation that has been consented to by the meaning of Regulation D) and will not engage Company in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securitieswriting. The Initial Purchasers have advised the Issuer and the Company that they will offer the Securities to Eligible Purchasers at a price initially equal to 100.000% of the principal amount thereof, plus accrued interest, if any, from October 25July 10, 20172014. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company MRD Parties and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company MRD Parties and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: : (i) is a QIB and an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; ; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities only from, and will offer to sell the Securities only to, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken ; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securitiessell, nor has it, directly or indirectly, it offered or sold sold, the Securities in the United States by, any manner involving by any form of general solicitation or general advertising (within the meaning of Regulation DD under the 1933 Act and (iv) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer resell the Securities to Eligible Purchasers at a price initially equal to 100.000% of the principal amount thereof, plus accrued interest, if any, from October 2522, 20172024. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

Representations of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly hereby represents and warrants to the Issuer and the Company that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuer and the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: : (i) is a QIB and an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act; QIB; (ii) (x) in connection with the Exempt Resales, has only sold and will only sell the Securities to, and has only solicited offers to buy and will only solicit offers to buy the Securities only from, and will offer to sell the Securities only to, the Eligible Purchasers, (y) in connection with each such Exempt Resale made in reliance on Rule 144A, has taken ; and will take reasonable steps to ensure such Eligible Purchaser is aware that such Exempt Resale is being made in reliance on Rule 144A and (z) in connection with each such Exempt Resale made in reliance on Regulation S, has complied and will comply with the offering restrictions and other requirements of Regulation S; and (iii) will not offer or sell the Securities, nor has it, directly or indirectly, it offered or sold the Securities in the United States by, any manner involving or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation DD under the 1933 Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) and will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuer and the Company that they will offer the Securities to Eligible Purchasers at a price initially equal to 100.000100% of the principal amount thereof, plus accrued interest, if any, from October 25April 10, 20172015. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuer and the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.