other party except as provided in Section 4 and except that
Sections 7 and 8 shall survive any such termination and remain in full force and
effect.
SECTION 6.
Subsequent Offers and Resales of the Securities.
(a) Offer and Sale Procedures.
Each of the Initial Purchasers and the Company
hereby establish and agree to observe the following procedures in connection
with the offer and sale of the Securities:
(I)
OFFERS AND SALES.
OFFERS AND SALES OF THE SECURITIES SHALL BE
MADE TO SUCH PERSONS AND IN SUCH MANNER AS IS CONTEMPLATED BY THE OFFERING
MEMORANDUM.
EACH INITIAL PURCHASER SEVERALLY AGREES THAT IT WILL NOT OFFER,
SELL OR DELIVER ANY OF THE SECURITIES IN ANY JURISDICTION OUTSIDE THE UNITED
STATES EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH THE
APPLICABLE LAWS THEREOF, AND THAT IT WILL TAKE AT ITS OWN EXPENSE WHATEVER
ACTION IS REQUIRED TO PERMIT ITS PURCHASE AND RESALE OF THE SECURITIES IN SUCH
JURISDICTIONS.
(II)
NO GENERAL SOLICITATION.
NO GENERAL SOLICITATION OR GENERAL
ADVERTISING (WITHIN THE MEANING OF RULE 502(C) UNDER THE 1933 ACT) WILL BE USED
IN THE UNITED STATES IN CONNECTION WITH THE OFFERING OR SALE OF THE SECURITIES.
(III)
PURCHASES BY NON-BANK FIDUCIARIES.
IN THE CASE OF A NON-BANK
SUBSEQUENT PURCHASER OF A SECURITY ACTING AS A FIDUCIARY FOR ONE OR MORE THIRD
PARTIES, EACH THIRD PARTY SHALL, IN THE JUDGMENT OF THE APPLICABLE INITIAL
PURCHASER, BE A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A
UNDER THE 1933 ACT (A "QUALIFIED INSTITUTIONAL BUYER") OR A NON-U.S. PERSON
OUTSIDE THE UNITED STATES.
(IV)
SUBSEQUENT PURCHASER NOTIFICATION.
EACH INITIAL PURCHASER WILL
TAKE REASONABLE STEPS TO INFORM, AND CAUSE EACH OF ITS U.S. AFFILIATES TO TAKE
REASONABLE STEPS TO INFORM, PERSONS ACQUIRING SECURITIES FROM SUCH INITIAL
PURCHASER OR AFFILIATE, AS THE CASE MAY BE, IN THE UNITED STATES THAT THE
SECURITIES (A) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 1933 ACT,
(B) ARE BEING SOLD TO THEM WITHOUT REGISTRATION UNDER THE 1933 ACT IN RELIANCE
ON RULE 144A OR IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE
1933 ACT, AS THE CASE MAY BE, AND (C) MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, EXCEPT (1) TO THE COMPANY, (2) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH REGULATION S, OR (3) INSIDE THE UNITED STATES (X) IN ACCORDANCE
WITH RULE 144A TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT IS PURCHASING SUCH SECURITIES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE OFFER, SALE OR TRANSFER IS BEING MADE IN
16
RELIANCE ON RULE 144A OR (Y) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT.
(V)
MINIMUM PRINCIPAL AMOUNT.
NO SALE OF THE SECURITIES TO ANY ONE
SUBSEQUENT PURCHASER WILL BE FOR LESS THAN U.S. $1,000 PRINCIPAL AMOUNT AND NO
SECURITY WILL BE ISSUED IN A SMALLER PRINCIPAL AMOUNT.
IF THE SUBSEQUENT
PURCHASER IS A NON-BANK FIDUCIARY ACTING ON BEHALF