Common use of Sale and Resale Clause in Contracts

Sale and Resale. of the Securities by the Initial Purchaser. Each of the Initial Purchasers represents and warrants to the Issuers that: (a) It will offer the Securities to be purchased hereunder for resale only upon the terms and conditions set forth in this Agreement and in the Final Memorandum. (b) It, nor any of its "Affiliates" (as defined in Rule 501(b) of Regulation D), nor any person acting on its behalf, (i) will not solicit offers for, or offer or sell, the Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, and (ii) will solicit offers for the Notes only from, and will offer, sell or deliver (the "Exempt Resales") the Notes, as part of its initial offering, only to the following persons (each an "Eligible Purchaser") (A) persons whom such Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("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 such 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, (B) to a limited number of institutional accredited investors as defined in Rule 501(a) (1), (2), (3) or (7) under Regulation D ("Accredited Investors") that, prior to their purchase of the Securities, execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Final Memorandum and (C) outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S. (c) With respect to Securities sold in reliance on Regulation S, (i) neither such Initial Purchaser nor any of its affiliates nor anyone acting on its behalf has offered or sold, or will offer or sell, any Securities by means of any directed selling efforts (as defined in Rule 902 of Regulation S) in the United States, (ii) at or prior to confirmation of all sales of Securities made 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 the 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 "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 a distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with an exemption from or in a transaction not subject to the Securities Act. Terms used above have the meanings given them by Regulation S." The sale of the Securities to non-U.S. persons in offshore transactions is not part of a plan or scheme to avoid the registration requirements of the Securities Act. (i) It has not solicited, and will not solicit, offers to purchase any of the Securities from, (ii) it has not sold, and will not sell, any of the Securities to, and (iii) it has not distributed, and will not distribute, the Preliminary Memorandum or the Final Memorandum to, any person or entity in any jurisdiction outside of the United States except, in each case, in compliance in all material respects with all applicable laws of such jurisdiction. For purposes of this Agreement, "United States" means the United States of America, its territories, its possessions (including the Commonwealth of Puerto Rico), and other areas subject to its jurisdiction.

Sale and Resale. of the Securities Notes by the Initial PurchaserPurchasers. Each of You have advised the Initial Purchasers represents and warrants Company that you propose to the Issuers that: (a) It will offer the Securities to be purchased hereunder Notes for resale only upon the terms and conditions set forth in this Agreement and in the Final Offering Memorandum. . You hereby represent and warrant to, and agree with, the Company that you (bi) It, nor any of its "Affiliates" (as defined in Rule 501(b) of Regulation D), nor any person acting on its behalfare purchasing the Notes pursuant to a private sale exempt from registration under the Securities Act, (iii) will not solicit offers for, or offer or sell, the Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, and (iiiii) will solicit offers for the Notes only from, and will offer, sell or deliver (the "Exempt Resales") the Notes, as part of its their initial offering, only to the following persons (each an "Eligible Purchaser") (A) persons whom such Initial Purchaser you reasonably believes believe to be qualified institutional buyers ("QIBsQualified Institutional Buyers") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("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 such Initial Purchaser you that each such account is a QIBQualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A and (B) in each case, in transactions under Rule 144A and to a limited number of other institutional accredited investors ("Accredited Investors") as defined in Rule 501(a) (1), (2501(a)(1)(2), (3) or (7) under Regulation D ("Accredited Investors") that, prior to their purchase who execute letters of the Securities, execute and deliver a letter containing certain representations and agreements representation in the form attached included as Annex A to the Final Offering Memorandum and (C) outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S. (c) With respect to Securities sold in reliance on Regulation S, (i) neither such Initial Purchaser nor any of its affiliates nor anyone acting on its behalf has offered or sold, or will offer or sell, any Securities by means of any directed selling efforts (as defined in Rule 902 of Regulation S) in the United States, (ii) at or prior to confirmation of all private sales of Securities made 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 the Securities exempt from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered registration under the U.S. Securities Act of 1933 (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 a distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with an exemption from or in a transaction not subject to the Securities Act. Terms used above have the meanings given them by Regulation S." The sale of the Securities to non-U.S. persons in offshore transactions is not part of a plan or scheme to avoid the registration requirements of the Securities Act. (i) It has not solicited, and will not solicit, offers to purchase any of the Securities from, (ii) it has not sold, and will not sell, any of the Securities to, and (iii) it has not distributed, and will not distribute, the Preliminary Memorandum or the Final Memorandum to, any person or entity in any jurisdiction outside of the United States except, in each case, in compliance in all material respects with all applicable laws of such jurisdiction. For purposes of this Agreement, "United States" means the United States of America, its territories, its possessions (including the Commonwealth of Puerto Rico), and other areas subject to its jurisdiction.

Sale and Resale. of the Securities CRESTS by the Initial Purchaser. Each of The Initial Purchaser has advised the Initial Purchasers represents and warrants Company that it proposes to the Issuers that: (a) It will offer the Securities to be purchased hereunder CRESTS for resale only upon the terms and conditions set forth in this Agreement and in the Final Memorandum. . The Initial Purchaser hereby represents and warrants to, and agrees with the Company and the Trust that such Initial Purchaser (bi) It, nor any of its "Affiliates" (as defined is purchasing the CRESTS in Rule 501(b) of Regulation D), nor any person acting on its behalfa private sale exempt from registration under the Securities Act, (iii) will not solicit offers for, or offer or sell, the Notes CRESTS by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, and (iiiii) will solicit offers for the Notes CRESTS only from, and will offer, sell or deliver (the "Exempt Resales") the NotesCRESTS, as part of its their initial offering, only to the following persons (each an "Eligible Purchaser") (A) persons whom such Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBsQualified Institutional Buyers") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("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 such the Initial Purchaser that each such account is a QIBQualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, (Biv) to is a limited number of institutional accredited investors as defined in Rule 501(a) (1)Qualified Institutional Buyer, (2), (3v) is not acquiring the CRESTS with any present intention of offering or (7) under Regulation D ("Accredited Investors") that, prior to their purchase selling any of the SecuritiesCRESTS in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction, execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Final Memorandum and (Cvi) will not offer, sell or deliver any of the CRESTS in any jurisdiction outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S. (c) With respect to Securities sold in reliance on Regulation S, (i) neither such Initial Purchaser nor any of its affiliates nor anyone acting on its behalf has offered or sold, or will offer or sell, any Securities by means of any directed selling efforts (as defined in Rule 902 of Regulation S) in the United States, (ii) at or prior to confirmation of all sales of Securities made 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 the 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 "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 a distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance compliance with an exemption from or in a transaction not subject to the Securities Act. Terms used above have the meanings given them by Regulation S." The sale of the Securities to non-U.S. persons in offshore transactions is not part of a plan or scheme to avoid the registration requirements of the Securities Act. (i) It has not solicitedapplicable laws, and will not solicit, offers take at its own expense whatsoever action is required to permit the purchase any and resale of the Securities from, (ii) it CRESTS in such jurisdictions. The Initial Purchaser understands that no action has not sold, and will not sell, any of the Securities to, and (iii) it has not distributed, and will not distribute, the Preliminary Memorandum or the Final Memorandum to, any person or entity been taken to permit an offering in any jurisdiction outside of the United States exceptwhere action would be required for such purpose. The Initial Purchaser acknowledges that the Company and, in each case, in compliance in all material respects with all applicable laws of such jurisdiction. For for purposes of this Agreementthe opinions to be delivered to the Initial Purchaser pursuant to Section 8 hereof, "United States" means counsel to the United States Company, will rely upon the accuracy and truth of America, its territories, its possessions (including the Commonwealth of Puerto Rico), foregoing representations and other areas subject the Initial Purchaser hereby consents to its jurisdictionsuch reliance.

Sale and Resale. of the Securities by the Initial Purchaser. Each of the The Initial Purchasers Purchaser represents and warrants to the Issuers that: (a) It will offer the Securities to be purchased hereunder for resale only upon the terms and conditions set forth in this Agreement and in the Final Memorandum. (b) It, nor any of its "Affiliates" (as defined in Rule 501(b) of Regulation D), nor any person acting on its behalf, It (i) will not solicit offers for, or offer or sell, the Notes Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, and (ii) will solicit offers for the Notes Securities only from, and will offer, sell or deliver (the "Exempt Resales") the NotesSecurities, as part of its initial offering, only to the following persons (each an "Eligible Purchaser") ): (A) persons whom such the Initial Purchaser reasonably believes to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("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 such the 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, (B) to a limited number of institutional accredited investors as defined in Rule 501(a) (1), (2), (3) or (7) under Regulation D ("Accredited Investors") that, prior to their purchase of the Securities, execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Final Memorandum and (C) outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S. (c) With respect to Securities sold in reliance on Regulation S, (i) neither such the Initial Purchaser nor any of its affiliates Affiliates nor anyone acting on its behalf has offered or sold, or will offer or sell, any Securities by means of any directed selling efforts (as defined in Rule 902 of Regulation S) in the United States, States and (ii) at or prior to confirmation of all sales of Securities made 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 the 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 "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 a distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with an exemption from or in a transaction not subject to the Securities Act. Terms used above have the meanings given them by Regulation S." The sale of the Securities to non-U.S. persons in offshore transactions is not part of a plan or scheme to avoid the registration requirements of the Securities Act. (i) It has not solicited, and will not solicit, offers to purchase any of the Securities from, (ii) it has not sold, and will not sell, any of the Securities to, to and (iii) it has not distributed, and will not distribute, the Preliminary Memorandum or the Final Memorandum to, any person or entity in any jurisdiction outside of the United States except, in each case, in compliance in all material respects with all applicable laws of such jurisdiction. For purposes of this Agreement, "United States" means the United States of America, its territories, its possessions (including the Commonwealth of Puerto Rico), ) and other areas subject to its jurisdiction.

Sale and Resale. of the Securities Notes by the Initial PurchaserPurchasers. Each of the Initial Purchasers represents hereby advises Newcourt and warrants AT&T Capital that it proposes to the Issuers that: (a) It will offer the Securities to be purchased hereunder Notes for resale only upon the terms and conditions set forth in this Agreement and in the Final Memorandum. . Each of the Initial Purchasers hereby represents and warrants to, and agrees with, Newcourt and AT&T Capital that, assuming the accuracy of the Company's and AT&T Capital's representations herein, the Initial Purchaser (bi) It, nor any of its "Affiliates" (as defined in Rule 501(b) of Regulation D), nor any person acting on its behalfis purchasing the Notes pursuant to a private sale exempt from registration under the Securities Act, (iii) will not solicit offers for, or offer or to sell, the Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, Act and (iiiii) will solicit offers for the Notes only from, and will offer, sell or deliver (the "Exempt Resales") the Notes, as part of its their initial offering, only to to, persons in the following persons (each an "Eligible Purchaser") (A) persons United States whom such the Initial Purchaser reasonably believes to be (A) qualified institutional buyers ("QIBsQualified Institutional Buyers") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A") ), or, if any such person is buying for one or more institutional accounts for which such person is acting as a fiduciary or agent, only when such person has represented to such the Initial Purchaser that each such account is a QIBQualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A or (B) to a limited number of institutional accredited investors ("Accredited Investors") as defined in Rule 501(a) (1501(1), (2), (3) or (7) under of Regulation D ("Accredited Investors") that, prior to their purchase of the Securities, execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Final Memorandum and (C) outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S. (c) With respect to Securities sold in reliance on Regulation S, (i) neither such Initial Purchaser nor any of its affiliates nor anyone acting on its behalf has offered or sold, or will offer or sell, any Securities by means of any directed selling efforts (as defined in Rule 902 of Regulation S) in the United States, (ii) at or prior to confirmation of all sales of Securities made 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 under the Securities Act who execute letters of representation in private sales exempt from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered registration under the U.S. Securities Act of 1933 (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 a distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with an exemption from or in a transaction not subject to the Securities Act. Terms used above have the meanings given them by Regulation S." The sale of the Securities to non-U.S. persons in offshore transactions is not part of a plan or scheme to avoid the registration requirements of the Securities Act. (i) It has not solicited, and will not solicit, offers to purchase any of the Securities from, (ii) it has not sold, and will not sell, any of the Securities to, and (iii) it has not distributed, and will not distribute, the Preliminary Memorandum or the Final Memorandum to, any person or entity in any jurisdiction outside of the United States except, in each case, in compliance in all material respects with all applicable laws of such jurisdiction. For purposes of this Agreement, "United States" means the United States of America, its territories, its possessions (including the Commonwealth of Puerto Rico), and other areas subject to its jurisdiction.

Sale and Resale. of the Securities Notes by the Initial Purchaser. Each Purchasers and Representations and Warranties of the Initial Purchasers represents and warrants to the Issuers that:Purchasers. (a) It will You have advised the Company that you propose to offer the Securities to be purchased hereunder Notes for resale only upon the terms and conditions set forth in this Agreement and in the Final Memorandum. . You hereby represent and warrant to, and agree with, the Company that you (bi) It, nor any are purchasing the Notes pursuant to a private sale exempt from registration under the Securities Act without the intent to distribute the Notes in violation of its "Affiliates" (as defined in Rule 501(b) of Regulation D), nor any person acting on its behalfthe Securities Act, (iii) will not solicit offers for, or offer or sell, the Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, Act and (iiiii) will solicit offers for the Notes only from, and will offer, sell or deliver (the "Exempt Resales") the Notes, as part of its their initial offering, only to the following persons (each an "Eligible Purchaser") (A) in the case of offers inside the United States, persons whom such Initial Purchaser you reasonably believes believe to be qualified institutional buyers ("QIBsQualified Institutional Buyers") ------------------------------ as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("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 such Initial Purchaser you that each such account is a QIBQualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, in each case, in transactions under Rule 144A, and (B) in the case of offers outside the United States, to a limited number of institutional accredited investors persons other than U.S. persons (as defined in Regulation S) in accordance with Rule 501(a) (1), (2), (3) or (7) under Regulation D ("Accredited Investors") that, prior to their purchase 903 of the Securities, execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Final Memorandum and (C) outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S. (cb) With respect to Securities In connection with the transactions described in subsection (a)(iii)(B) of this Section 3, you have offered and sold in reliance on Regulation Sthe Notes, and will offer and sell the Notes, (i) as part of your distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date (the "Restricted Period"), only in accordance with Rule 903 of ----------------- Regulation S. Accordingly, the Initial Purchasers represent and agree that, with respect to the transactions described in subsection (a)(iii)(B) of this Section 3, neither such Initial Purchaser they, nor any of its affiliates their Affiliates, nor anyone any person acting on its their behalf has offered or sold, engaged or will offer or sell, any Securities by means of engage in any directed selling efforts (as defined in Rule 902 with respect to the Notes, and that they have complied and will comply with the offering restrictions of Regulation S) in the United StatesS. They agree that, (ii) at or prior to the confirmation of all sales sale of Securities made in reliance on Regulation Sthe Notes pursuant to subsection (a)(iii)(B) of this Section 3, it will they shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from the Securities from it Initial Purchasers during the restricted period Restricted Period, a confirmation or notice to substantially the following effect: "The Securities Notes covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within -------------- the United States or to, or for the account or benefit of, of U.S. persons Persons (i) as part of a their distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing datetime of delivery of the Notes, except in either case in accordance with an exemption from Regulation S or in a transaction not subject to Rule 144A under the Securities Act. Terms The terms used above have the meanings meaning given to them by Regulation S." The sale of the Securities to non-U.S. persons in offshore transactions is not part of a plan or scheme to avoid the registration requirements of the Securities Act. (i) It has You have not solicited, offered or sold and will not solicitoffer or sell any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, offers holding, managing or disposing of investments (as principal or agent) for purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to purchase any the public in the United Kingdom within the meaning of the Public Offers or Securities from, Regulations 1996 (the "Regulations"); (ii) it has not sold, you have ----------- complied and will not sell, any comply with all applicable provisions of the Securities toFinancial Services Xxx 0000 with respect to anything done by you in relation to the Notes in, from or otherwise involving the United Kingdom; and (iii) it has not distributed, you have only issued or passed on and will not distribute, only issue or pass on in the Preliminary Memorandum or United Kingdom any document received by you in connection with the Final Memorandum to, any person or entity in any jurisdiction outside issuance of the United States except, Notes to a person who is of a kind described in each case, in compliance in all material respects with all applicable laws Section 11(3) of the Financial Services Xxx 0000 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such jurisdiction. For purposes of this Agreement, "United States" means the United States of America, its territories, its possessions (including the Commonwealth of Puerto Rico), and other areas subject to its jurisdictiondocument may otherwise lawfully be issued or passed on.

Sale and Resale. of the Securities Notes by the Initial Purchaser. Each of the Initial Purchasers represents and warrants to the Issuers that:Purchasers. (a) It will You have advised the Company that you propose to offer the Securities to be purchased hereunder Notes for resale only upon the terms and conditions set forth in this Agreement and in the Final Offering Memorandum. . You hereby represent and warrant to, and agree with, the Company that you (bi) It, nor any of its "Affiliates" (as defined in Rule 501(b) of Regulation D), nor any person acting on its behalfare purchasing the Notes pursuant to a private sale exempt from registration under the Securities Act, (iii) will not solicit offers for, or offer or sell, the Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, and (iiiii) will solicit offers for the Notes only from, and will offer, sell or deliver (the "Exempt Resales") the Notes, as part of its their initial offering, only to the following persons (each an "Eligible Purchaser") (A) in the case of offers inside the United States, persons whom such Initial Purchaser you reasonably believes believe to be qualified institutional buyers ("QIBsQualified Institutional Buyers") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("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 such Initial Purchaser you that each such account is a QIBQualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A and (B) to a limited number in the case of institutional accredited investors offers outside the United States, persons other than U.S. persons (as defined in Regulation S) in accordance with Rule 501(a) (1), (2), (3) or (7) under Regulation D ("Accredited Investors") that, prior to their purchase 903 of the Securities, execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Final Memorandum and (C) outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S. (cb) With respect to Securities In connection with the transactions described in subsection (a)(iii)(B) of this Section 3, you have offered and sold in reliance on Regulation Sthe Notes, (i) neither such Initial Purchaser nor any of its affiliates nor anyone acting on its behalf has offered or sold, or and will offer or selland sell the Notes, any Securities by means of any directed selling efforts (as defined in Rule 902 of Regulation S) in the United States, (ii) at or prior to confirmation of all sales of Securities made 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 the 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 "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 a your distribution thereof at any time or and (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing dateClosing Date (the "Distribution Compliance Period"), except in either case only in accordance with an exemption from or in a transaction not subject Rule 903 of Regulation S. Accordingly, the Initial Purchasers represent and agree that, with respect to the Securities Act. Terms used above transactions described in subsection (a)(iii)(B) of this Section 3, neither they, nor any of their Affiliates, nor any person acting on their behalf has engaged or will engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will comply with the meanings given them by Regulation S." The sale of the Securities to non-U.S. persons in offshore transactions is not part of a plan or scheme to avoid the registration offering restrictions requirements of Regulation S. They agree that, at or prior to the Securities Act. (i) It has not solicited, and will not solicit, offers to purchase any confirmation of the Securities from, (ii) it has not sold, and will not sell, any of the Securities to, and (iii) it has not distributed, and will not distribute, the Preliminary Memorandum or the Final Memorandum to, any person or entity in any jurisdiction outside of the United States except, in each case, in compliance in all material respects with all applicable laws of such jurisdiction. For purposes of this Agreement, "United States" means the United States of America, its territories, its possessions (including the Commonwealth of Puerto Rico), and other areas subject to its jurisdiction.sale of

Sale and Resale. of the Securities by the Initial Purchaser. Each of the Initial Purchasers represents and warrants to the Issuers that: (a) It will offer the Securities to be purchased hereunder for resale only upon the terms and conditions set forth in this Agreement and in the Final Memorandum. (b) It, nor any of its "Affiliates" (as defined in Rule 501(b) of Regulation D), nor any person acting on its behalf, It (i) will not solicit offers for, or offer or sell, the Notes Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, and (ii) will solicit offers for the Notes Securities only from, and will offer, sell or deliver (the "Exempt Resales") the NotesSecurities, as part of its initial offeringdistribution thereof, only to the following persons (each an "Eligible Purchaser") (A) persons whom such Initial Purchaser and any person acting on behalf of such Initial Purchaser reasonably believes believe to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A") orand, 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 such Initial Purchaser that each such account is a QIB, in each case, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, (B) to a limited number of institutional accredited investors as defined in Rule 501(a) (1), (2), (3) or (7) under Regulation D ("Accredited Investors") that, prior to their purchase of the Securities, execute executes and deliver delivers a letter containing certain representations and agreements in the form attached as Annex A to the Final Memorandum and (C) outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S. (c) With respect to Securities sold in reliance on Regulation S, (i) neither such Initial Purchaser nor any of its affiliates nor anyone acting on its behalf has offered or sold, or will offer or sell, any Securities by means of any directed selling efforts (as defined in Rule 902 of Regulation S) in the United States, (ii) at or prior to confirmation of all sales of Securities made 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 the 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 "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 a distribution thereof at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with an exemption from or in a transaction not subject to the Securities Act. Terms used above have the meanings given them by Regulation S." The sale of the Securities to non-U.S. persons in offshore transactions is not part of a plan or scheme to avoid the registration requirements of the Securities Act. (i) It has not solicited, and will not solicit, offers to purchase any of the Securities from, (ii) it has not sold, and will not sell, any of the Securities to, and (iii) it has not distributed, and will not distribute, the Preliminary Memorandum or the Final Memorandum to, any person or entity in any jurisdiction outside of the United States except, in each case, in compliance in all material respects with all applicable laws of such jurisdiction. For purposes of this Agreement, "United States" means the United States of America, its territories, its possessions (including the Commonwealth of Puerto Rico), and other areas subject to its jurisdiction.Initial

Sale and Resale. of the Securities Units by the Initial Purchaser. Each of the Initial Purchasers represents and warrants to the Issuers that:Purchasers. (a) It will You have advised the Company that you propose to offer the Securities to be purchased hereunder Units for resale only upon the terms and conditions set forth in this Agreement and in the Final Memorandum. . You hereby represent and warrant to, and agree with, the Company that you (bi) It, nor any of its "Affiliates" (as defined in Rule 501(b) of Regulation D), nor any person acting on its behalfare purchasing the Units pursuant to a private sale exempt from registration under the Securities Act, (iii) will not solicit offers for, or offer or sell, the Notes Units by means of any form of general solicitation or general advertising within the meaning of (as such terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, Act and (iiiii) will solicit offers for the Notes Units only from, and will offer, sell or deliver (the "Exempt Resales") the NotesUnits, as part of its their initial offering, only to the following persons (each an "Eligible Purchaser") (A) in the case of offers inside the United States, persons whom such Initial Purchaser you reasonably believes believe to be qualified institutional buyers ("QIBsQualified Institutional Buyers") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("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 such Initial Purchaser you that each such account is a QIBQualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, in each case, in transactions under Rule 144A, and (B) in the case of offers outside the United States, to a limited number of institutional accredited investors persons other than U.S. persons (as defined in Regulation S) in accordance with Rule 501(a) (1), (2), (3) or (7) under Regulation D ("Accredited Investors") that, prior to their purchase 903 of the Securities, execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Final Memorandum and (C) outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S. (cb) With respect to Securities In connection with the transactions described in subsection (a)(iii)(B) of this Section 3, you have offered and sold in reliance on Regulation Sthe Units, and will offer and sell the Units, (i) as part of your distribution at any time and (ii) otherwise until the expiration of the applicable "distribution compliance period" (as defined in Regulation S) (the "Restricted Period"), only in accordance with Rule 903 of Regulation S and that you will not engage in hedging transactions with respect to the equity securities comprising part of the Units unless conducted in compliance with the Securities Act. Accordingly, the Initial Purchasers represent and agree that, with respect to the transactions described in subsection (a)(iii)(B) of this Section 3, neither such Initial Purchaser they, nor any of its affiliates their Affiliates, nor anyone any person acting on its their behalf has offered or sold, engaged or will offer or sell, any Securities by means of engage in any directed selling efforts (as defined in Rule 902 with respect to the Units, and that they have complied and will comply with the offering restrictions of Regulation S) in the United StatesS. The Initial Purchasers agree that, (ii) at or prior to the confirmation of all sales sale of Securities made in reliance on Regulation Sthe Units pursuant to subsection (a)(iii)(B) of this Section 3, it will they shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Units, Notes or Warrants from the Securities from it Initial Purchasers during the restricted period 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 "Securities Act") and (A) may not be offered or sold within the United States or to, or for the account or benefit of, of U.S. persons Persons (i) as part of a their distribution thereof at any time or (ii) otherwise until 40 days after the later expiration of the date applicable "distribution compliance period", except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption, including Regulation S or Rule 144A under the Securities Act, and (B) hedging transactions with respect to the equity securities constituting part of the commencement of Units may not be conducted during the offering and the closing date, applicable distribution compliance period except in either case in accordance with an exemption from or in a transaction not subject to the Securities Act. Terms The terms used above have the meanings meaning given to them by Regulation S." The sale of the Securities to non-U.S. persons in offshore transactions is not part of a plan or scheme to avoid the registration requirements of the Securities Act. (i) It has You have not solicited, offered or sold and will not solicitoffer or sell any Units to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, offers holding, managing or disposing of investments (as principal or agent) for purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to purchase any the public in the United Kingdom within the meaning of the Public Offers or Securities from, Regulations 1995 (the "Regulations"); (ii) it has not sold, you have complied and will not sell, any comply with all applicable provisions of the Securities toFinancial Services Act 1986 with respect to anything done by you in relation to the Units in, from or otherwise involving the United Kingdom; and (iii) it has not distributedyou have only issued or passed on and will only issue or pass on in the United Kingdom any document received by you in connection with the issuance of the Units to a person who is of a kind described in Section 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued or passed on. (d) The Initial Purchasers understand that the Company, and will not distribute, the Preliminary Memorandum or the Final Memorandum to, any person or entity in any jurisdiction outside for purposes of the United States exceptopinions to be delivered to the Initial Purchasers pursuant hereto, in each case, in compliance in all material respects with all applicable laws counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and the Initial Purchasers hereby consent to such jurisdiction. For purposes of this Agreement, "United States" means the United States of America, its territories, its possessions (including the Commonwealth of Puerto Rico), and other areas subject to its jurisdictionreliance.