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

Offering of Securities; Restrictions on Transfer. Each Initial Purchaser represents and warrants as to itself only that it is a QIB. Each Initial Purchaser agrees with the Company as to itself only that (i) it has not and will not solicit offers for, or offer or sell, the Initial Notes 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 (ii) it has and will solicit offers for the Initial Notes only from, and will offer and sell the Initial Notes only to, (A) persons within the United States whom such Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to such Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and, in each case, in transactions under Rule 144A and (B) in the case of offers or sales outside of the United States, persons other than U.S. persons in reliance of Regulation S.

Offering of Securities; Restrictions on Transfer. Each of the Initial Purchaser Purchasers represents and warrants (as to itself only only) that it is a QIB. Each of the Initial Purchaser Purchasers agrees with the Company (as to itself only only) that (i) it has not and will not solicit offers for, or offer or sell, the Initial Notes 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 (ii) it has and will solicit offers for the Initial Notes Securities only from, and will offer and sell the Initial Notes Securities only to, to (A) persons within in the case of offers inside the United States States, persons whom such the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to such the Initial Purchaser 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 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers or sales outside of the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in reliance of Regulation S.the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)).

Offering of Securities; Restrictions on Transfer. 13. Each Initial Purchaser Purchaser, severally and not jointly, represents and warrants as to itself only that it such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser Purchaser, severally and not jointly, agrees with the Company as to itself only that (i) it has not and will not solicit offers for, or offer or sell, the Initial Notes 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 (ii) it has and will solicit offers for the Initial Notes such Securities only from, and will offer and sell the Initial Notes such Securities only to, (A) persons within the United States whom such Initial Purchaser that it reasonably believes to be (A) in the case of offers inside the United States, QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to such Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and, in each case, in transactions under Rule 144A and (B) in the case of offers or sales outside of 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)) in reliance upon Regulation S under the Securities Act that, in each case, in purchasing such Securities are deemed to have represented and agreed as provided in the Time of Regulation S.Sale Memorandum and the Final Memorandum under the caption “Notice to Investors.”

Offering of Securities; Restrictions on Transfer. Each Initial Purchaser Purchaser, severally and not jointly, represents and warrants as to itself only that it such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a "QIB"). Each Initial Purchaser Purchaser, severally and not jointly, agrees with the Company as to itself only and FFCA that (i) it has not and will not solicit offers for, or offer or sell, the Initial Notes 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 (ii) it has and will solicit offers for the Initial Notes such Securities only from, and will offer and sell the Initial Notes such Securities only to, (A) persons within the United States whom such Initial Purchaser that it reasonably believes to be QIBs or(A) in the case of offers inside the United States, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agentQIBs, only when such person has represented to such Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and, in each case, in transactions under Rule 144A and (B) in the case of offers or sales outside of 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)) in reliance upon Regulation S under the Securities Act that, in the case of Regulation S.(A) or (B), in purchasing such Securi- 19 ties, are deemed to have represented and agreed as provided in the Final Memorandum under the caption "Notice to Investors".