Common use of The Offering Memorandum Clause in Contracts

The Offering Memorandum. The Offering Memorandum will not as, of the date it bears, and at the Closing Date, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, and in conformity with, information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Offering Memorandum, as of its date, will contain all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum did not, as of its date and will not asnot, as of the date it bears, and at the Closing Date, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any the Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4)144A in all material respects. The Company Neither of the Issuers has not distributed distributed, and the Issuers will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' Purchaser’s distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company or any Guarantor in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The 144A. Neither the Company has not distributed nor any of the Guarantors have distributed, and the Company and the Guarantors will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' ’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). 144A. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' ’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at ----------------------- the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The 144A. Neither the Company nor any Guarantor has not distributed and or will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a Preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company Issuer in writing by any the Initial Purchaser through Banc of America Securities LLC Purchasers expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, of Rule 144A(d)(4). The Company Issuer has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company Companies in writing by any the Initial Purchaser through Banc of America Securities LLC Purchaser, expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The Company Neither of the Companies has not distributed and or will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' Purchaser’s distribution of the Securities, any offering material in connection with the offering and sale of the Securities Securities, other than the Preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any Initial Purchaser through Banc of America Deutsche Bank Securities LLC Inc. expressly for use in the Offering Memorandum. The Offering Memorandum, as of its date, will contain contains all the information XXXXXXX - PURCHASE AGREEMENT specified in, and meeting the requirements of, Rule 144A(d)(4). 144A. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any Initial Purchaser through Banc of America UBS Securities LLC expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The 144A. Neither the Company nor any Guarantor has not distributed and or will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' ’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and ----------------------- at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The 144A. Neither the Company nor any Guarantor has not distributed and or will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a Preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will does not as, of the date it bears, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The 144A. Neither the Company nor any Guarantor has not distributed and or will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not asMemorandum, as of the its date it bears, and at the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Offering Memorandum, as of its date, will contain all the information specified in, and meeting the requirements of, Rule 144A(d)(4). 144A. The Company has not distributed and or will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the SecuritiesNotes, any offering material in connection with the offering and sale of the Securities Notes other than the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company River Rock Parties in writing by any the Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The Company None of the River Rock Parties has not distributed and or will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution Purchaser's resales of the SecuritiesNotes, any offering material in connection with the offering and sale of the Securities Notes other than the Preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company Issuers in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The Company 144A. Neither of the Issuers nor any Guarantor has not distributed and none of them will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a Preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company Companies in writing by any Initial Purchaser through Banc of America Securities LLC Purchaser, expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The Company Neither of the Companies nor any Guarantor has not distributed and or will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities Securities, other than the Preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any the Initial Purchaser through Banc of America Securities LLC Purchasers expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The 144A. Neither the Company nor any Guarantor has not distributed and or will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). 144A. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The At the Time of Execution, the Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company Issuers in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Offering Memorandum, as of its date, Memorandum contains and the Final Offering Memorandum will contain all the information specified in, and meeting the requirements of, Rule 144A(d)(4). 144A. The Company has Issuers have not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' ’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum and the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any the Initial Purchaser through Banc of America Securities LLC Purchasers expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, will contain contains all the information specified in, and meeting the requirements of, of Rule 144A(d)(4). The None of the Company or any Guarantor has not distributed and none of them will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum, the Offering Memorandum or as agreed upon by the Initial Purchasers.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, will contain contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4). 144A. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a preliminary Offering Memorandum or the Offering Memorandum.

The Offering Memorandum. The Offering Memorandum will not as, of the date it bearsdoes not, and at the Closing DateDate will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, upon and in conformity with, with information furnished to the Company in writing by any the Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, will contain contains all the information specified in, and meeting the requirements of, of Rule 144A(d)(4). The None of the Company or any Guarantor has not distributed and none of them will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' Purchaser’s distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum, the Offering Memorandum or as agreed upon by the Initial Purchaser.