Common use of Offering of Securities; Restrictions on Transfer Clause in Contracts

Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents and agrees (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Act (a "QIB"). The Initial Purchaser agrees with the Company and the Subsidiary Guarantors that (a) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (b) it has and will solicit offers for the Securities only from, and will offer the Securities only to (i) persons whom the Initial Purchaser reasonably believes to be QIBs, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circular; provided, however, that, in the case of this clause (b), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Circular.

Offering of Securities; Restrictions on Transfer. The Each of the Initial Purchaser Purchasers represents and agrees warrants (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under QIB. Each of the Act (a "QIB"). The Initial Purchaser Purchasers agrees with the Company and the Subsidiary Guarantors (as to itself only) that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (iA) in the case of offers inside the United States, (x) persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (iiy) a limited number of other institutional investors reasonably believed by the Initial Purchaser Purchasers to be Accredited Investors accredited investors, as defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Act that, prior to their purchase of the Securities, deliver to the Initial Purchaser Purchasers a letter containing the representations and agreements set forth in Appendix Annex A to the Final CircularMemorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," ------------------ which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); provided, however, -------- ------- that, in the case of this clause (bB), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final CircularMemorandum.

Offering of Securities; Restrictions on Transfer. The (a) Each Initial Purchaser hereby represents and agrees with the Company (as to itself only) that it is has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Road Show Slides, the Pricing Disclosure Package and the Final Memorandum, (ii) a qualified institutional buyer written communication that contains no “issuer information” (as defined in Rule 144A promulgated 433(h)(2) under the Act Act) that was not included in the Pricing Disclosure Package or the Final Memorandum, (a "QIB"). The iii) any written communication listed on Annex A hereto or prepared pursuant to Section 5(c) above, (iv) any written communication prepared by such Initial Purchaser and approved by the Company in advance in writing or (v) any written communication relating to or that contains the preliminary or final terms of the Securities or the offering of the Securities and/or other information that was included in the Pricing Disclosure Package or the Final Memorandum. (b) Each Initial Purchaser hereby represents and agrees with the Company and the Subsidiary Guarantors (as to itself only) that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the ActD) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Act; (ii) it is a QIB and it will offer the Securities for resale only upon the terms and conditions set forth in this Agreement and the Pricing Disclosure Package and the Final Memorandum and (biii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (ia) persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A and (b) persons other than U.S. persons outside the United States (“non-U.S. purchasers,” which terms shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non U.S. beneficial owners (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circularthan an estate or trust)); provided, however, that, that in the case of this clause (b), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" “Notice to Investors” contained in the Pricing Disclosure Package and the Final CircularMemorandum. (c) Each Initial Purchaser hereby represents and warrants (as to itself only) with respect to sales outside the United States that (i) the Securities have not been and will not be sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Act; and (ii) it will sell the Securities (a) as part of its distribution at any time and (b) 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 and, accordingly, neither it nor any persons acting on its 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 persons have complied and will comply with the offering restrictions requirement of Regulation S.

Offering of Securities; Restrictions on Transfer. (a) The Initial Purchaser represents and agrees warrants (as to itself only) that it is a “qualified institutional buyer as defined in buyer” within the meaning of Rule 144A promulgated under the Act (a "“QIB"”). The Initial Purchaser agrees with the Company and the Subsidiary Guarantors Issuer that (ai) it and each of its affiliates has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (bii) it and each of its affiliates has and will solicit offers for the Securities only from, and will offer the Securities only to (iA) in the case of offers inside the United States, persons whom the Initial Purchaser reasonably believes to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons (“foreign purchasers,” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circularthan an estate or trust)); provided, however, that, in the case of this clause (bB), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "“Transfer Restrictions" ” contained in the Final CircularMemorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum). (b) The Initial Purchaser represents and warrants with respect to offers and sales of securities by them outside the United States that (i) it and each of its affiliates has complied and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes any Memorandum or any such other material, in all cases at its own expense; (ii) the Securities have not been and will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act; (iii) it and each of its affiliates has offered the Securities and will offer and sell the Securities (A) as part of its distribution at any time and (B) 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 and, accordingly, neither the Initial Purchaser nor any persons acting on its 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 persons have complied and will comply with the offering restrictions requirement of Regulation S; and (iv) it agrees that, at or prior to confirmation of sales of the Securities, 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 United States Securities Act of 1933 (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 of the Securities at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date of the offering, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them in Regulation S.” Terms used in this Section 8(b) and not defined in this Agreement have the meanings given to them in Regulation S. (c) The Initial Purchaser represents and warrants (as to itself only) that the source of funds being used by it to acquire the Securities does not include the assets of any “employee benefit plan” (within the meaning of Section 3 of ERISA) or any “plan” (within the meaning of Section 4975 of the Code).

Offering of Securities; Restrictions on Transfer. The Each of the Initial Purchaser Purchasers represents and agrees warrants (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under QIB. Each of the Act (a "QIB"). The Initial Purchaser Purchasers agrees with the Company and the Subsidiary Guarantors (as to itself only) that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act); and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (iA) in the case of offers inside the United States, (x) persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (iiy) a limited number of other institutional investors reasonably believed by the Initial Purchaser Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser Purchasers a letter containing the representations and agreements set forth in Appendix Annex A to the Final CircularMemorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners other than an state or trust); provided, however, that, in the case of this clause (bB), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer RestrictionsNotice to Investors" contained in the Final CircularMemorandum.

Offering of Securities; Restrictions on Transfer. The Initial ------------------------------------------------ Purchaser represents and agrees (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Act (a "QIB"). --- The Initial Purchaser agrees with the Company and the Subsidiary Guarantors that (a) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (b) it has and will solicit offers for the Securities only from, and will offer the Securities only to (i) persons whom the Initial Purchaser reasonably believes to be QIBs, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (ii) a --------- limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circular (or, if the Final Circular is not in existence, in the most recent Circular); provided, however, that, in the case of this clause (b), in purchasing such -------- ------- Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Circular (or, if the Final Circular is not in existence, in the most recent Circular).

Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents and agrees (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Act (a "QIB"). The Initial Purchaser agrees with the Company and the Subsidiary Guarantors that (a) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (b) it has and will solicit offers for the Securities only from, and will offer the Securities only to (i) persons whom the Initial Purchaser reasonably believes to be QIBs, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circular (or, if the Final Circular is not in existence, in the most recent Circular); provided, however, that, in the case of this clause (b), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Circular (or, if the Final Circular is not in existence, in the most recent Circular).

Offering of Securities; Restrictions on Transfer. The Each Initial ------------------------------------------------ Purchaser represents and agrees (warrants as to itself only) only that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Act (a "QIB"). The Each Initial Purchaser agrees with the Company and the Subsidiary Guarantors Issuers as to itself only that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those 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; and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to to, (iA) in the case of offers inside the United States persons whom the such Initial Purchaser reasonably believes to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circularthan an estate or trust)); provided, however, that, in the case of this clause (bB), -------- ------- in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer RestrictionsNotice to Investors" contained in the Final CircularMemorandum (or, if the Final Memorandum is not in existence, the most recent Preliminary Memorandum).

Offering of Securities; Restrictions on Transfer. The (a) Each of the Initial Purchaser Purchasers represents and agrees warrants (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under QIB. Each of the Act (a "QIB"). The Initial Purchaser Purchasers agrees with the Company and the Subsidiary Guarantors (as to itself only) that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (iA) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circularthan an estate or trust)); provided, however, that, in the case of this clause (bB), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final CircularMemorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum). (b) Each of the Initial Purchasers represents and warrants (as to itself only) with respect to offers and sales outside the United States that (i) it has and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes any Memorandum or any such other material, in all cases at its own expense; (ii) the Securities have not been and will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act; (iii) it has offered the Securities and will offer and sell the Securities (A) as part of its distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with "The Securities covered hereby have not been registered under the United States Securities Act of 1933 (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 of the Securities at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date of the offering, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them in Regulation S." Terms used in this Section 8 and not defined in this Agreement have the meanings given to them in Regulation S.

Offering of Securities; Restrictions on Transfer. The (a) Each of the Initial Purchaser represents Purchasers, severally and not jointly, represents, warrants and agrees that (as to itself onlyi) that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Securities Act (a "“QIB"”). The Initial Purchaser agrees with , and an “accredited investor” within the Company and meaning of Rule 501 under the Subsidiary Guarantors that Securities Act, (aii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the such Securities by any form of general solicitation or general advertising (as those 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 Act; Securities Act and (biii) it has and will solicit offers for the such Securities only from, and will offer the such Securities only to (i) persons whom the Initial Purchaser that it reasonably believes to be QIBs, 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 QIBs in transactions pursuant to the Initial Purchaser that Rule 144A and in connection with each such account is a QIBsale, it has taken or will take reasonable steps to whom notice has been given ensure that such sale or delivery is being made in reliance on Rule 144A under 144A. Each Initial Purchaser will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Act Disclosure Package or the Memorandum or any such other material, including, if applicable, laws governing the offer and sale of the Securities to individuals or legal entities in any member state of the European Economic Area, in all cases at its own expense, except as provided in Section 6(e). With respect to transactions within the European Economic Area, the initial purchasers have agreed that they have not offered, sold, delivered or transferred and will not offer, sell, deliver or transfer, any of the Notes ("Rule 144A"including any interest therein), andas part of its initial distribution or at any time thereafter, in each casedirectly or indirectly, in transactions to individuals or legal entities other than to professional market parties (“Professional Market Parties”), including, inter alia: (i) Enterprises or entities under Rule 144A supervision by the Dutch Central Bank (De Nederlandsche Bank) (“DCB”), the Dutch Financial Markets Authority (Autoriteit Financiële Markten) or by a supervisory authority of another state and which are consequently authorised to act on the financial markets; (ii) Enterprises or entities which pursue regulated activities on the financial markets otherwise than as set out under (i) above; (iii) The Dutch Government (d▇ ▇▇▇▇▇ der Nederlanden), the DCB, foreign public bodies belonging to a limited central authority, Dutch regional, local or other decentralised governmental institutions, central banks, international treaty organisations and supranational institutions; (iv) Enterprises or entities which, according to their most recent annual or consolidated accounts, meet at least two of the following three criteria: (A) an average number of other institutional investors reasonably believed employees during the financial year of 250; (B) an asset value of more than €43,000,000; and (C) an annual net turnover of more than €50,000,000. (v) Dutch legal entities which have requested to be registered as a Professional Market Party; (vi) Natural persons domiciled in the Netherlands which have requested to be registered as a Professional Market Party, and who meet at least two of the following three criteria: (A) on average at least 10 significant transactions on the financial markets per quarter during the last four quarters; (B) the size of the natural person’s securities portfolio exceeds €500,000; and (C) the natural person has worked for at least one year in the financial sector in a professional position which requires knowledge of investment in securities, (vii) Enterprises or institutions which sole corporate purpose is to invest in securities; (viii) Enterprises or entities which are solely incorporated to carry out transactions to acquire assets in the meaning of 2:364 of the Dutch Civil Code (Burgerlijk Wetboek) which serve as collateral for securities (effecten) offered; (ix) Enterprises or entities with total assets of at least €500,000,000 as per the balance sheet as of the year end preceding the date they purchase or acquire the Notes; (x) Enterprises, entities or natural persons which have net equity of at least Euro 10,000,000 as per the balance sheet as of the final year end preceding the date they purchase or acquire the Notes and who or which have been active in the financial markets on average twice a month over a period of at least two consecutive years preceding such date; (xi) Subsidiaries of the entities referred to under (i) up to and including (viii) above provided such subsidiaries are subject to supervision on a consolidated basis; (xii) Enterprises and institutions which have a rating of a rating agency that is recognised by the DCB or which issue securities that have a rating from such rating agency, all within the meaning of and as further described and defined in section 1, paragraph E of the Dutch ministerial regulation of 26 June, 2002, as amended from time to time, implementing, inter alia, section 6, paragraph 2 of the Dutch 1992 Act of the Supervision of the Credit System (Wet toezicht kredietwezen 1992), as amended from time to time. (b) Each Initial Purchaser acknowledges and agrees that the Company and, for the purposes of the opinions to be Accredited Investors that, prior to their purchase of the Securities, deliver delivered to the Initial Purchaser a letter containing Purchasers pursuant to Sections 5(c), 5(d), 5(e) and 5(f) by counsel for the Company, counsel for the Guarantor and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and agreements set forth in Appendix A to warranties of the Final Circular; providedInitial Purchasers, howeverand compliance of the Initial Purchasers with its agreements, that, in the case of this clause (b), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in paragraph 7(a) above, and the Final CircularInitial Purchasers hereby consent to such reliance.

Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents and agrees (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Act (a "QIB"). The Initial Purchaser agrees with the Company and the Subsidiary Guarantors that (a) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (b) it has and will solicit offers for the Securities only from, and will offer the Securities only to (i) persons whom the Initial Purchaser reasonably believes to be QIBs, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circular; provided, however, that, in the case of this clause (b), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Circular.

Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents Purchasers represent and agrees (as to itself only) warrant that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Act (a "QIB")they are QIBs. The Initial Purchaser agrees Purchasers agree with the Company and the Subsidiary Guarantors Issuers that (ai) it has they have not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (bii) it has they have and will solicit offers for the Securities only from, and will offer the Securities only to to, (iA) in the case of offers inside the United States (x) persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (iiy) a limited number of other institutional investors reasonably believed by the Initial Purchaser Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser Purchasers a letter containing the representations and agreements set forth in Appendix A to the Final CircularMemorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust); provided, however, that, in the case of this clause Clause (bB), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer RestrictionsNotice to Investors" contained in the Final CircularMemorandum.

Offering of Securities; Restrictions on Transfer. The Each of the Initial Purchaser Purchasers represents and agrees warrants (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under QIB. Each of the Act (a "QIB"). The Initial Purchaser Purchasers agrees with the Company and the Subsidiary Guarantors (as to itself only) that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (iA) in the case of offers inside the United States, (x) persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (iiy) a limited number of other institutional investors reasonably believed by the Initial Purchaser Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser Purchasers a letter containing the representations and agreements set forth in Appendix Annex A to the Final CircularMemorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); provided, however, that, that in the case of this clause (bB), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final CircularMemorandum.

Offering of Securities; Restrictions on Transfer. The Each of the Initial Purchaser Purchasers represents and agrees warrants (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under QIB. Each of the Act (a "QIB"). The Initial Purchaser Purchasers agrees with the Company and the Subsidiary Guarantors Issuer (as to itself only) that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the ActD) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (iA) in the case of offers inside the United States, (x) persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (iiy) a limited number of other institutional investors reasonably believed by the Initial Purchaser Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser Purchasers a letter containing the representations and agreements set forth in Appendix Annex A to the Final Circular; provided, however, that, Memorandum and (B) in the case of this clause (b), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Circular.offers

Offering of Securities; Restrictions on Transfer. The (a) Each of the Initial Purchaser Purchasers represents and agrees warrants (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under QIB. Each of the Act (a "QIB"). The Initial Purchaser Purchasers agrees with the Company and the Subsidiary Guarantors Issuers (as to itself only) that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (iA) in the case of offers inside the United States, (x) persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (iiy) a limited number of other institutional investors reasonably believed by the Initial Purchaser Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser Purchasers a letter containing the representations and agreements set forth in Appendix Annex A to the Final CircularMemorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (bB), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final CircularMemorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum). (b) Each of the Initial Purchasers represents and warrants (as to itself only) with respect to offers and sales outside the United States that (i) it has and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes any Memorandum or any such other material, in all cases at its own expense including, without limitation, that the Securities have not been and will not be offered or sold to residents of the Province of Alberta, Canada; (ii) the Securities have not been and will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act; (iii) it has offered the Securities and will offer and sell the Securities (A) as part of its distribution at any time and (B) 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 and, accordingly, neither it nor any persons acting on its 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 persons have complied and will comply with the offering restrictions requirement of Regulation S; and (iv) it agrees that, at or prior to confirmation of sales of the Securities, 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 United States Securities Act of 1933 (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 of the Securities at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date of the offering, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them in Regulation S." Terms used in this Section 8(b) and not defined in this Agreement have the meanings given to them in Regulation S. (c) Each of the Initial Purchasers represents and warrants (as to itself only) that the source of funds being used by it to acquire the Securities does not include the assets of any "employee benefit plan" (within the meaning of Section 3 of ERISA) or any "plan" (within the meaning of Section 4975 of the Code).

Offering of Securities; Restrictions on Transfer. The (a) Each of the Initial Purchaser Purchasers represents and agrees warrants (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under QIB. Each of the Act (a "QIB"). The Initial Purchaser Purchasers agrees with the Company and the Subsidiary Guarantors Issuer (as to itself only) that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (iA) in the case of offers inside the United States, (x) persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (iiy) a limited number of other institutional investors reasonably believed by the Initial Purchaser Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser Purchasers a letter containing the representations and agreements set forth in Appendix Annex A to the Final CircularMemorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (bB), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final CircularMemorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum). (b) Each of the Initial Purchasers represents and warrants (as to itself only) with respect to offers and sales outside the United States that (i) it has complied and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes any Memorandum or any such other material, in all cases at its own expense; (ii) the Securities have not been and will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act; (iii) it has offered the Securities and will offer and sell the Securities (A) as part of its dis- tribution at any time and (B) 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 and, accordingly, neither it nor any persons acting on its 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 persons have complied and will comply with the offering restrictions requirement of Regulation S; and (iv) it agrees that, at or prior to confirmation of sales of the Securities, 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 United States Securities Act of 1933 (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 of the Securities at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date of the offering, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them in Regulation S." Terms used in this Section 8(b) and not defined in this Agreement have the meanings given to them in Regulation S. (c) Each of the Initial Purchasers represents and warrants (as to itself only) that the source of funds being used by it to acquire the Securities does not include the assets of any "employee benefit plan" (within the meaning of Section 3 of ERISA) or any "plan" (within the meaning of Section 4975 of the Code).

Offering of Securities; Restrictions on Transfer. The Each of the ------------------------------------------------ Initial Purchaser represents Purchasers agrees with the Company and agrees the Subsidiaries (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Act (a "QIB"). The Initial Purchaser agrees with the Company and the Subsidiary Guarantors that (ai) it has not and will not solicit offers for, or offered or sold, or offer or sell, the Securities by any form of general solicitation or general advertising (as those 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; and (bii) it has and will solicit offers for the Securities Notes only from, and has offered or sold and will offer offer, sell or deliver, the Securities only to (iA) in the case of offers inside the United States, (x) persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (iiy) a limited number of other institutional investors reasonably believed by the Initial Purchaser Purchasers to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser Purchasers a letter containing the representations and agreements set forth in Appendix Annex A to the Final CircularMemorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons, in each case, in compliance with Regulation S under the Securities Act ("foreign purchasers," ------------------ which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (bB), -------- ------- in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final CircularMemorandum.

Offering of Securities; Restrictions on Transfer. The (a) ------------------------------------------------ Each Initial Purchaser represents and agrees (warrants as to itself only) only that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Act (a "QIB"). The Each Initial Purchaser agrees with the Company and the Subsidiary Guarantors Issuers as to itself only that (ai) it has not solicited and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering -42- within the meaning of Section 4(2) of the Securities Act; and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to to, (iA) in the case of offers inside the United States, persons whom the such Initial Purchaser reasonably believes to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circularthan an estate or trust)); provided, however, that, in the case of this clause (bB), -------- ------- in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer RestrictionsNotice to Investors" contained in the Final CircularMemorandum (or, if the Final Memorandum is not in existence, the most recent Preliminary Memorandum.

Offering of Securities; Restrictions on Transfer. The (a) Each of the Initial Purchaser Purchasers represents and agrees warrants (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under QIB. Each of the Act (a "QIB"). The Initial Purchaser Purchas- 29 -29- ers agrees with the Company and the Subsidiary Guarantors Issuers (as to itself only) that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (iA) in the case of offers inside the United States, persons whom the such Initial Purchaser reasonably believes to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circularthan an estate or trust)); provided, however, that, in the case of this clause (bB), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final CircularMemorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum). (b) or prior to confirmation of sales of the Securities, 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 United States Securities Act of 1933 (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 of the Securities at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date of the offering, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them in Regulation S." Terms used in this Section 8(b) and not defined in this Agreement have the meanings given to them in Regulation S.

Offering of Securities; Restrictions on Transfer. The Initial Purchaser (a) Each of the Purchasers, severally and not jointly, represents and agrees (as warrants to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Act (a "QIB"). The Initial Purchaser and agrees with the Company and the Subsidiary Guarantors that (ai) it has not solicited and will not solicit offers forany offer to buy, or and has not offered and will not offer or to sell, the Securities by means of any form of general solicitation or general advertising (as those terms are used in within the meaning of Regulation D under the ActD) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; Act or, with respect to Securities sold in reliance on Regulation S, by means of any directed selling efforts and (bii) it has solicited and will solicit offers for to buy the Securities only from, and has offered and will offer offer, sell or deliver the Securities only to to, (iA) persons whom the Initial Purchaser who it reasonably believes to be QIBsqualified institutional buyers (as defined in Rule 144A under the Act) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser it 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A 144A, (B) persons who it reasonably believes to be institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (ii7) of Regulation D), and who provide to it a limited number letter in the form of other institutional investors Exhibit A hereto or (C) persons to whom, and under circumstances which, it reasonably believed by the Initial Purchaser to believes offers and sales of Securities may be Accredited Investors that, prior to their purchase made without registration of the SecuritiesSecurities under the Act in reliance upon Regulation S thereunder. Each of the Purchasers also represents and warrants and agrees that it has offered and will offer to sell the Securities only to, deliver and has solicited and will solicit offers to buy the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circular; providedSecurities only from, however, that, in the case of this clause (b), persons that in purchasing such Securities such persons are will be deemed to have represented and agreed as provided under "Investor Representations and Restrictions on Resale" in Exhibit B hereto. (b) Each of the caption "Transfer Restrictions" contained Purchasers represents and warrants to and agrees with the Company that (i) it has not offered or sold, and will not offer or sell any Securities to persons in the Final CircularUnited Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom, within the meaning of the Public Offers of Securities Regulations 1995 (the "Regulations"), (ii) it has complied and will comply with all applicable provisions of the Financial Services ▇▇▇ ▇▇▇▇ and the Regulations with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issue of the Securities if that person is of a kind described in Article 11(3) of the Financial Services ▇▇▇ ▇▇▇▇ (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued or passed on.

Offering of Securities; Restrictions on Transfer. The Each of the ------------------------------------------------ Initial Purchaser Purchasers represents and agrees warrants (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Act (a "QIB"). The Each Initial Purchaser agrees with the Company and the Subsidiary Guarantors (as to itself only) that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to (iA) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States to persons other than U.S. persons ("foreign Purchaser," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final Circularthan an estate or trust)); provided, -------- however, that, that in the case of this clause (bB), in purchasing such Securities ------- such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final CircularMemorandum.

Offering of Securities; Restrictions on Transfer. The (a) Each Initial Purchaser represents and warrants as to itself only that it is a QIB. Each Initial Purchaser agrees with the Obligors (as to itself only) that it is a qualified institutional buyer as defined in Rule 144A promulgated under the Act (a "QIB"). The Initial Purchaser agrees with the Company and the Subsidiary Guarantors that (ai) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those 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; and (bii) it has and will solicit offers for the Securities only from, and will offer the Securities only to to, (iA) in the case of offers inside the United States (x) persons whom the such Initial Purchaser reasonably believes to be QIBsQIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the 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 under the Act ("Rule 144A"), and, in each case, in transactions under Rule 144A or (iiy) a limited number of other institutional investors reasonably believed by the such Initial Purchaser to be Accredited Investors that, prior to their purchase of the Securities, deliver to the such Initial Purchaser a letter containing the representations and agreements set forth in Appendix A to the Final CircularMemorandum and (B) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); providedPROVIDED, howeverHOWEVER, that, in the case of this clause (bB), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer RestrictionsNotice to Investors" contained in the Final CircularMemorandum (or, if the Final Memorandum is not in existence, the most recent Preliminary Memorandum). (b) Each of the Initial Purchasers represents and warrants (as to itself only) with respect to offers and sales outside the United States that (i) it has and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes any Memorandum or any such other material, in all cases at its own expense; (ii) the Securities have not been and will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act; (iii) it has offered the Securities and will offer and sell the Securities (A) as part of its distribution at any time and (B) 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 and, accordingly, neither it nor any persons acting on its 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 persons have complied and will comply with the offering restrictions requirement of Regulation S; and (iv) it agrees that, at or prior to confirmation of sales of the Securities, 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 United States Securities Act of 1933 (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 of the securities at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date of the offering, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them in Regulation S." Terms used in this Section 9 and not defined in this Agreement have the meanings given to them in Regulation S.