WHICH SUCH PERSON IS ACTING AS FIDUCIARY OR AGENT, ONLY WHEN SUCH
PERSON HAS REPRESENTED TO IT THAT EACH SUCH ACCOUNT IS A QUALIFIED INSTITUTIONAL
BUYER 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 IN ACCORDANCE WITH
RULE 144A AND (II) QUALIFIED PURCHASERS ("QUALIFIED PURCHASERS") WITHIN THE
MEANING OF SECTION 2(A)(51) OF THE 1940 ACT OR (B) (I) NEITHER "U.S. PERSONS"
(AS SUCH TERM IS DEFINED IN REGULATION S) NOR U.S. RESIDENTS (WITHIN THE MEANING
OF THE 1940 ACT) WHO ACQUIRE THE SECURITIES OUTSIDE THE U.S. IN A TRANSACTION
MEETING THE REQUIREMENTS OF REGULATION S OR (II) QUALIFIED PURCHASERS.
THOSE
PERSONS SPECIFIED IN CLAUSES (A) AND (B) ABOVE ARE REFERRED TO HEREIN AS THE
"ELIGIBLE PURCHASERS".
IN ADDITION TO THE FOREGOING, THE INITIAL PURCHASER
ACKNOWLEDGES AND AGREES THAT THE CO-ISSUERS AND, FOR PURPOSES OF THE OPINIONS TO
BE DELIVERED TO THE INITIAL PURCHASER PURSUANT TO SECTION 5, COUNSEL FOR THE
CO-ISSUERS AND FOR THE INITIAL PURCHASER, RESPECTIVELY, MAY RELY UPON THE
ACCURACY OF THE
24
REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASER AND ITS COMPLIANCE WITH
ITS AGREEMENTS CONTAINED IN THIS SECTION 2 (EXCEPT CLAUSE (I) OF THIS SUBSECTION
(B)), AND THE INITIAL PURCHASER HEREBY CONSENTS TO SUCH RELIANCE.
(C)
THE CO-ISSUERS ACKNOWLEDGE AND AGREE THAT THE INITIAL PURCHASER
MAY SELL SECURITIES TO ANY AFFILIATE OF THE INITIAL PURCHASER AND THAT ANY SUCH
AFFILIATE MAY SELL SECURITIES PURCHASED BY IT TO THE INITIAL PURCHASER.
THE
CO-ISSUERS ACKNOWLEDGE AND AGREE THAT THE INITIAL PURCHASER MAY, FROM TIME TO
TIME, MAKE ONE OR MORE EXEMPT RESALES FOLLOWING THE CLOSING DATE, WITH RESPECT
TO WHICH THE INITIAL PURCHASER MAY DELIVER A COPY OF THE OFFERING MEMORANDUM.
(D)
THE INITIAL PURCHASER ALSO REPRESENTS AND AGREES THAT (I) IT HAS
COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT
TO ANYTHING DONE BY IT IN RELATION TO THE SECURITIES IN, FROM OR OTHERWISE
INVOLVING THE UNITED KINGDOM, AND (II) IT HAS ONLY COMMUNICATED OR CAUSED TO BE
COMMUNICATED AND IT 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 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 CO-ISSUERS.
(E)
THE INITIAL PURCHASER ALSO REPRESENTS AND AGREES THAT, IN RELATION
TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE
PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), 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 THE SECURITIES TO THE PUBLIC IN THAT RELEVANT MEMBER
STATE PRIOR TO THE PUBLICATION OF A PROSPECTUS IN RELATION TO THE SECURITIES
WHICH HAS BEEN APPROVED BY THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER