definiens: ( QIB ) within the meaning of Rule 144A under theSecurities Act ; ( 2 ) that the Investment Securities are being offered and sold to itpursuant to an exemption under the Securities Act in a transaction not involvinga public offering of securities in the United States and that the InvestmentSecurities have not been, and will not be, registered under the Securities Act orwith any state or other jurisdiction of the United States ; ( 3 ) that the InvestmentSecurities are not being offered and sold to it pursuant to Rule 144A of theSecurities Act ; ( 4 ) that the Investment Securities may not be reoffered, resold, pledged or otherwise transferred by it except ( a ) outside the21 United States in an offshore transaction pursuant to Rule 903 or Rule 904 ofRegulation S, ( b ) pursuant to Rule 144 under the Securities Act ( if available),(c ) to the Issuer, or ( d ) pursuant to an effective registration statement under theSecurities Act, in each case in compliance with all applicable laws includingapplicable state or laws ; ( 5 ) that the Investment Securities are as defined in Rule 144(a)(3 ) under the Securities Act ; ( 6)to notify any transferee to whom it subsequently reoffers, resells, pledges orotherwise transfers the Investment Securities of the foregoing restrictions ontransfer ; ( 7 ) for so long as the Investment Securities are ( within the meaning of Rule 144(a)(3 ) under the Securities Act ), it will segregatesuch Investment Securities from any other shares that it holds that are notrestricted securities, shall not deposit such shares in any unrestricteddepositary facility established or maintained by a depositary bank and will onlytransfer such Investment Securities in accordance with this paragraph ; ( 8) if itis acquiring the Investment Securities as a fiduciary or agent for one or moreinvestor accounts, each such account is a QIB, it has investment discretionwith respect to each such account and it has full power and authority to makethe acknowledgements, representations, warranties and agreements herein onbehalf of each such account ; ( 9 ) it is acquiring such Investment Securities forits own account ( or the account of a QIB as to which it has full investmentdiscretion ) for investment purposes and ( subject to the disposition of itsproperty being at all times within its control ) not with a view to any distribution ofthe Investment Securities ; and ( 10 ) that no representation has been made as tothe availability of the exemption provided by Rule 144, Rule 144A or any otherexemption under the Securities Act or any applicable state or lawsfor the reoffer, resale, pledge or transfer of the Investment Securities