Common use of Offering by the Initial Purchasers Clause in Contracts

Offering by the Initial Purchasers. (a) The Initial Purchasers propose to make an offering of the Notes, upon the terms set forth in the Preliminary Offering Memorandum, as soon as practicable after this Agreement is entered into and as in its judgment is advisable. During the period from the date of this Agreement until the earlier of (i) the date on which the Initial Purchasers shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, the Issuer agrees to reasonably assist the Initial Purchasers in any marketing of the Notes and (promptly upon request) to provide all information reasonably deemed necessary by the Initial Purchasers in such marketing. In addition, during such period the Issuer shall use commercially reasonable efforts to make appropriate officers and representatives of the Issuer available to participate in information meetings for potential investors at such times and places as the Initial Purchasers may reasonably request. (b) The Issuer acknowledges and agrees that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other Person. Additionally, the Initial Purchasers are not advising the Issuer or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuer with respect thereto. Any review by the Initial Purchasers of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuer. (c) The Issuer acknowledges and agrees that: (i) the Issuer has been advised that the Initial Purchasers and their Affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuer and that the Initial Purchasers have no obligation to disclose such interests and transactions to the Issuer by virtue of any fiduciary, advisory or agency relationship; and (ii) the Issuer waives, to the fullest extent permitted by law, any claims it may have against the Initial Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Initial Purchasers shall have no liability (whether direct or indirect) to the Issuer in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of the Issuer, including stockholders, employees or creditors of the Issuer.

Offering by the Initial Purchasers. (a) The Company and the Guarantors understand that the Initial Purchasers propose intend to make an offering of offer the Notes, upon Securities for resale on the terms set forth in the Preliminary Offering MemorandumDisclosure Package. Each Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold within the United States or to, as soon as practicable after this Agreement is entered into and as or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in its judgment is advisable. During a transaction not subject to, the period from the date of this Agreement until the earlier of (i) the date on which the Initial Purchasers shall have completed the initial resale of all registration requirements of the Notes Securities Act and (ii) 90 days after the date of this Agreement, the Issuer agrees to reasonably assist the Initial Purchasers in any marketing of the Notes and (promptly upon request) to provide all information reasonably deemed necessary by the Initial Purchasers in such marketing. In addition, during such period the Issuer shall use commercially reasonable efforts to make appropriate officers and representatives of the Issuer available to participate in information meetings for potential investors at such times and places as the Initial Purchasers may reasonably requestother applicable securities laws. (b) The Issuer acknowledges and agrees that the Each Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) Purchaser, severally and not as a financial advisor or a fiduciary tojointly, or an agent ofrepresents, the Issuer or any other Person. Additionally, the Initial Purchasers are not advising the Issuer or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuer with respect thereto. Any review by the Initial Purchasers of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuer. (c) The Issuer acknowledges warrants and agrees that: (i) it has not offered or sold, and will not offer or sell, any Securities within the Issuer United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of the closing of the offering except: (A) to those it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or (B) in accordance with Rule 903 of Regulation S under the Securities Act; (ii) neither it nor any person acting on its behalf has been advised made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in the United States; (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken or will take reasonable steps to ensure that the Initial Purchasers purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A under the Securities Act; (iv) neither it, nor any of its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S under the Securities Act) with respect to the Securities; (v) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act); (vi) it has complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act; (vii) at or prior to the confirmation of sale of Securities (other than a sale of Securities pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period (within the meaning of Regulation S) 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, as amended (the “Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their Affiliates are engaged in a broad range of transactions which may involve interests that differ from those distribution at any time or (ii) otherwise until 40 days after the later of the Issuer commencement of the offering and that the Initial Purchasers date of closing of the offering, except in either case in accordance with Regulation S or Rule 144A under the Act. Additional restrictions on the offer and sale of the Securities are described in the offering memorandum for the Securities. Terms used in this paragraph have no obligation the meanings given to disclose such interests them by Regulation S.” (viii) it has only communicated or caused to be communicated and transactions will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (the “FSMA”)) received by it in connection with the issue or sale of any Securities, in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer Company; (ix) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by virtue of any fiduciaryit in relation to the Securities in, advisory from or agency relationshipotherwise involving the United Kingdom; and (iix) In relation to each Member State of the Issuer waivesEuropean Economic Area which has implemented the Prospectus Directive (each, to the fullest extent permitted by lawa “Relevant Member State”), any claims it may have against each of the Initial Purchasers severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State at any time: (A) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (B) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Representative for breach any such offer; or (C) in any other circumstances falling within Article 3(2) of fiduciary duty the Prospectus Directive, provided that no such offer of Securities shall result in a requirement for the publication by the Company or alleged breach any Initial Purchaser of fiduciary duty a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU. (c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in this Section 4, and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges and agrees that the Initial Purchasers shall have no liability (whether direct may offer and sell Securities to or indirect) through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to the Issuer or through any Initial Purchaser, in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or each case in right of the Issuer, including stockholders, employees or creditors of the Issueraccordance with applicable law.

Offering by the Initial Purchasers. (a) The Initial Purchasers propose to make an offering of the Notes, upon the terms set forth in the Preliminary Offering Memorandum, as soon as practicable after this Agreement is entered into and as in its their judgment is advisable. During the period from the date of this Agreement until the earlier of (i) the date on which the Initial Purchasers shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, the Issuer agrees to reasonably assist the Initial Purchasers in any marketing of the Notes and (promptly upon request) to provide all information reasonably deemed necessary by the Initial Purchasers in such marketing. In addition, during such period the Issuer shall use commercially reasonable efforts to make appropriate officers and representatives of the Issuer available to participate in information meetings for potential investors at such times and places as the Initial Purchasers may reasonably request. (b) The Issuer acknowledges and agrees that the each Initial Purchasers are Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other Person. Additionally, the Initial Purchasers are not advising the Issuer or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuer with respect thereto. Any review by the Initial Purchasers of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuer. (c) The Issuer acknowledges and agrees that: (i) the Issuer has been advised that the each Initial Purchasers Purchaser and their its Affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuer and that the Initial Purchasers have no obligation to disclose such interests and transactions to the Issuer by virtue of any fiduciary, advisory or agency relationship; and (ii) the Issuer waives, to the fullest extent permitted by law, any claims it may have against the Initial Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Initial Purchasers shall have no liability (whether direct or indirect) to the Issuer in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of the Issuer, including stockholders, employees or creditors of the Issuer.

Offering by the Initial Purchasers. (a) The Initial Purchasers and the other members of the Selling Group propose to make an offering of the Notes, upon the terms set forth in the Preliminary Offering Memorandum, as soon as practicable after this Agreement is entered into and as in its their judgment is advisable. During the period from the date of this Agreement until the earlier of (i) the date on which the Initial Purchasers shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, the Issuer agrees to reasonably assist the Initial Purchasers and the other members of the Selling Group in any marketing of the Notes and (promptly upon request) to provide all information reasonably deemed necessary by the Initial Purchasers and the other members of the Selling Group in such marketing. In addition, during such period the Issuer shall use commercially reasonable efforts to make appropriate officers and representatives of the Issuer available to participate in information meetings for potential investors at such times and places as the Initial Purchasers and the other members of the Selling Group may reasonably request. (b) The Issuer acknowledges and agrees that the each Initial Purchasers are Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other Person. Additionally, the Initial Purchasers and the other members of the Selling Group are not advising the Issuer or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers and the other members of the Selling Group shall have no responsibility or liability to the Issuer with respect thereto. Any review by the Initial Purchasers and the other members of the Selling Group of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuer. (c) The Issuer acknowledges and agrees that: (i) the Issuer has been advised that each Initial Purchaser, each other member of the Initial Purchasers Selling Group and their Affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuer and that the Initial Purchasers have no obligation to disclose such interests and transactions to the Issuer by virtue of any fiduciary, advisory or agency relationship; and (ii) the Issuer waives, to the fullest extent permitted by law, any claims it may have against the Initial Purchasers and each other member of the Selling Group for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Initial Purchasers shall have no liability (whether direct or indirect) to the Issuer in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of the Issuer, including stockholders, employees or creditors of the Issuer.

Offering by the Initial Purchasers. (a) The Each Initial Purchasers propose to make an offering Purchaser, severally and not jointly, represents and warrants that it is a "qualified institutional buyer" within the meaning of the Notes, upon the terms set forth in the Preliminary Offering Memorandum, as soon as practicable after this Agreement is entered into and as in its judgment is advisable. During the period from the date of this Agreement until the earlier of (i) the date on which the Initial Purchasers shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, the Issuer agrees to reasonably assist the Initial Purchasers in any marketing of the Notes and (promptly upon request) to provide all information reasonably deemed necessary by the Initial Purchasers in such marketing. In addition, during such period the Issuer shall use commercially reasonable efforts to make appropriate officers and representatives of the Issuer available to participate in information meetings for potential investors at such times and places as the Initial Purchasers may reasonably request.Rule 144A. (b) The Issuer Each Initial Purchaser, severally and not jointly, acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the benefit of, United States persons except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act or pursuant to an effective registration statement under the Securities Act. Each Initial Purchaser, severally and 12 not jointly, represents, warrants and agrees that it has offered the Securities, and will offer and sell the Securities, only: (i) inside the United States to persons whom it reasonably believes are "qualified institutional buyers" in accordance with Rule 144A or (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States in accordance with Regulation S under the Securities Act. Each Initial Purchasers are Purchaser, severally and not jointly, represents, warrants and agrees that, with respect to Securities offered or sold in reliance on Regulation S, (i) neither it nor its affiliates nor any person acting solely on its behalf has engaged or will engage in any directed selling efforts in the capacity United States within the meaning of an arm’s length contractual counterparty to the Issuer Regulation S with respect to the Securities, (ii) such Initial Purchasers, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Notes contemplated Securities outside of the United States and (iii) with respect to resales by such Initial Purchaser made in reliance on Regulation S, to deliver either with the confirmation of such resale by such Initial Purchaser or otherwise prior to settlement of such resale a notice substantially to the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities 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 the distribution thereof at any time or (ii) otherwise until one year after the later of the date of the commencement of the offering and the latest closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given them by Regulation S." (c) Each Initial Purchaser, severally and not jointly, represents and agrees that (i) it has not offered or sold and, prior to the date six months after the latest Closing Date, will not offer or sell, directly or indirectly, any Securities in the United Kingdom by means of any document other than to persons whose ordinary business it is to buy or sell shares or notes, whether as principal or agent, for the purposes of their business or otherwise in circumstances which have not resulted in or will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act ▇▇▇▇ ▇▇▇h respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, including any stabilization activities as referred to in the Offering Memorandum, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with determining the terms issue of the offeringSecurities to a person who is of a kind described in Article 11(3) of the Financial Services Act ▇▇▇▇ (▇▇vestment Advertisements) (Exemptions) Order 1996 or to a person to whom the document may otherwise lawfully be issued or passed on. (d) Each Initial Purchaser, severally and not as a financial advisor jointly, agrees that it will not offer or a fiduciary tosell the Securities purchased from the Company hereunder by means of any form of general solicitation or general advertising. (It is understood, or an agent ofhowever, the Issuer or any other Person. Additionally, that such limitation shall not preclude the Initial Purchasers are not advising the Issuer or from placing any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult tombstone announcement with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability respect to the Issuer with respect thereto. Any review resale by the Initial Purchasers of the IssuerSecurities outside the United States, provided that such announcement does not constitute directed selling efforts within the transactions contemplated hereby meaning of Regulation S, or, following one year after the later of the commencement of the offering and the latest Closing Date, inside the United States.) Each Initial Purchaser, severally and not jointly, agrees, with respect to resales made in reliance on 13 Rule 144A, other than through the National Association of Securities Dealers, Inc. Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market, of any of the Securities purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A. (e) Each Initial Purchaser, severally and not jointly, agrees that, during the one year "distribution compliance period" (within the meaning of Regulation S), it will hold the Regulation S Global Security as provided in the Offering Memorandum and, in connection therewith, it will not (i) effect transfers of interests in the Regulation S Global Security unless such transfers are made to QIBs or (ii) effect transfers of interests in the Regulation S Global Security (x) by any "dealer" or person "receiving a selling concession, fee or other matters relating remuneration" (within the meaning of Regulation S) (y) within the United States (within the meaning of Regulation S) or (z) to such transactions will be performed solely a U.S. person or for the account or benefit of a U.S. person (within the Initial Purchasers and shall not be on behalf meaning of Rule 902(o) under the IssuerSecurities Act). (cf) The Issuer acknowledges Each Initial Purchaser, severally and not jointly, understands that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and represents that it has not offered or sold, and agrees that: (i) not to offer or sell, directly or indirectly, any Securities in Japan or for the Issuer has been advised that account of any resident thereof except pursuant to any exemption from the Initial Purchasers and their Affiliates are engaged in a broad range of transactions which may involve interests that differ from those registration requirements of the Issuer Securities and that the Initial Purchasers have no obligation to disclose such interests Exchange Law of Japan and transactions to the Issuer by virtue otherwise in compliance with applicable provisions of any fiduciary, advisory or agency relationship; and (ii) the Issuer waives, to the fullest extent permitted by Japanese law, any claims it may have against the Initial Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Initial Purchasers shall have no liability (whether direct or indirect) to the Issuer in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of the Issuer, including stockholders, employees or creditors of the Issuer.

Offering by the Initial Purchasers. (a) The Each Initial Purchasers propose Purchaser proposes to make an offering of the Notes, upon the terms set forth in the Preliminary Offering Memorandum, as soon as practicable after this Agreement is entered into and as in its judgment is advisable. During the period from the date of this Agreement until the earlier of (i) the date on which the Initial Purchasers shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, the Issuer agrees to reasonably assist the Initial Purchasers in any marketing of the Notes and (promptly upon request) to provide all information reasonably deemed necessary by the Initial Purchasers in such marketing. In addition, during such period the Issuer shall use commercially reasonable efforts to make appropriate officers and representatives of the Issuer available to participate in information meetings for potential investors at such times and places as the Initial Purchasers may reasonably request. (b) The Issuer acknowledges and agrees that the Initial Purchasers are acting solely in the capacity of an arm’s 's length contractual counterparty to the Issuer with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other Person. Additionally, the Initial Purchasers are not advising the Issuer or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuer with respect thereto. Any review by the Initial Purchasers of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuer. (c) The Issuer acknowledges and agrees that: (i) the Issuer has been advised that the Initial Purchasers and their Affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuer and that the Initial Purchasers have no obligation to disclose such interests and transactions to the Issuer by virtue of any fiduciary, advisory or agency relationship; and (ii) the Issuer waives, to the fullest extent permitted by law, any claims it may have against the Initial Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Initial Purchasers shall have no liability (whether direct or indirect) to the Issuer in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of the Issuer, including stockholders, employees or creditors of the Issuer.

Offering by the Initial Purchasers. (a) The Initial Purchasers propose to make an offering of the Notes, upon the terms set forth in the Preliminary Offering Memorandum, as soon as practicable after this Agreement is entered into and as in its judgment is advisable. During the period from the date of this Agreement until the earlier of (i) the date on which the Initial Purchasers shall have completed the initial resale of sold all of the Notes and (ii) 90 days after the date of this AgreementNotes, the Issuer agrees (i) to reasonably assist the Initial Purchasers in any marketing of the Notes and (promptly upon request) to provide all information reasonably deemed necessary by the Initial Purchasers in such marketing. In addition, during such period the Issuer shall marketing and (ii) to use commercially reasonable efforts to make appropriate officers and representatives of the Issuer available to participate in information meetings for potential investors Series 2012-1 Noteholders at such times and places as the Initial Purchasers may reasonably request. (b) The Each of the Issuer and CAL acknowledges and agrees that the each Initial Purchasers are Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other Person. Additionally, the Initial Purchasers are not advising the Issuer or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Each of the Issuer and CAL shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuer or any other Person with respect thereto. Any review by the Initial Purchasers of the IssuerIssuer or CAL, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuer, CAL or any other party. (c) The Issuer acknowledges and agrees that: (i) the Issuer has been advised that the each Initial Purchasers Purchaser and their its Affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuer and that the such Initial Purchasers have Purchaser has no obligation to disclose such interests and transactions to the Issuer by virtue of any fiduciary, advisory or agency relationship; and (ii) the Issuer waives, to the fullest extent permitted by law, any claims it may have against the Initial Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Initial Purchasers shall have no liability (whether direct or indirect) to the Issuer in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of the Issuer, including stockholders, employees or creditors of the Issuer.