Common use of The Offering Memorandum Clause in Contracts

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company in writing by the the Initial Purchaser expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of Rule 144A(d)(4). None of the Company or any Guarantor has distributed and none of them will distribute, prior to the later of the Closing Date and the completion of the the Initial 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.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to Acquisition or the Company Company, as the case may be, in writing by the the Initial Purchaser Purchasers expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of Rule 144A(d)(4). None of Acquisition, the Company or any Guarantor has distributed and none of them will distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's 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 PurchaserPurchasers.

The Offering Memorandum. The Offering Memorandum as of the date hereof does not, 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 any statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by the the any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting meets the requirements of of, Rule 144A(d)(4). None of 144A. Neither the Company or nor any Guarantor has distributed and none of them or will distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchaserMemorandum.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company in writing by the the any Initial Purchaser through NationsBanc Xxxxxxxxxx Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of the 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 the Initial Purchaser's 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 a preliminary Offering Memorandum or as agreed upon by the Initial PurchaserOffering Memorandum.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company in writing by the the any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of the 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 the Initial Purchaser's Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the a Preliminary Offering Memorandum, the Offering Memorandum or as agreed upon by the Initial PurchaserOffering Memorandum.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company in writing by the the any Initial Purchaser through NationsBanc Montxxxxxx Xxxurities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of the 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 the Initial Purchaser's Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchaserMemorandum.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company in writing by the the any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of Rule 144A(d)(4). None of Neither the Company or nor any Guarantor has distributed and none of them will not distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the a Preliminary Offering Memorandum, the Offering Memorandum or as agreed upon by the Initial PurchaserOffering Memorandum.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company in writing by the the or on behalf of any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of 144A. Neither the Company or nor any Guarantor has distributed and none of them or will distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchaserMemorandum.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company or the Guarantors in writing by the the any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of the Company or any Guarantor the Guarantors has distributed and none of them will distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchaserMemorandum.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company in writing by the the any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Neither the Company or any Guarantor nor Holdings has distributed and none of them or will distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's 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 otherwise agreed upon by the Initial PurchaserPurchasers.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company in writing by the the any Initial Purchaser through NationsBanc Xxxxxxxxxx Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of the 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 the Initial Purchaser's Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchaserMemorandum.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company Rainier in writing by the the any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). 144A. None of Rainier, the Company or any Guarantor has distributed and none of them will distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchaserMemorandum.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company in writing by the the any Initial Purchaser through NationsBanc Xxxxxxxxxx Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of The Company and the Company or any Guarantor has Subsidiary Guarantors have not distributed and none of them will not distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the a Preliminary Offering Memorandum, the Offering Memorandum or as agreed upon by the Initial PurchaserOffering Memorandum.

The Offering Memorandum. The Offering Memorandum does not, 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 and in conformity with information furnished to the Company in writing by the the any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of 144A. Neither the Company or nor any Guarantor has distributed and none of them or will distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchaserMemorandum.