Common use of The Offering Memorandum Clause in Contracts

The Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), if applicable) as of the Closing Date, contains or represents an untrue statement of a material fact or omits 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 Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be. The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A. Each Company Supplemental Disclosure Document (as defined in Section 4(a) below) listed on Schedule V hereto does not conflict with the information contained in the Pricing Disclosure Package or the Final Offering Memorandum, and each such Company Supplemental Disclosure Document, as supplemented by and taken together with the Pricing Disclosure Package as of the Time of Sale, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements in or omissions made in any Company Supplemental Disclosure Document in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use therein. 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 Pricing Disclosure Package and the Final Offering Memorandum, and each Company Supplemental Disclosure Document.

The Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), if applicable) as of the Closing Date, contains or represents an untrue statement of a material fact or omits 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 Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be. The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A. Each Company Supplemental Disclosure Document (as defined in Section 4(a) below) listed on Schedule V hereto does not conflict with the information contained in the Pricing Disclosure Package or the Final Offering Memorandum, and each such Company Supplemental Disclosure Document, as supplemented by and taken together with the Pricing Disclosure Package as of the Time of Sale, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements in or omissions made in any Company Supplemental Disclosure Document in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use therein. 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 Pricing Disclosure Package and Package, the Final Offering Memorandum, Memorandum and each any Company Supplemental Disclosure DocumentDocument set forth on Schedule VI.

The Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), if applicable) as of the Closing Date, contains or represents an untrue statement of a material fact or omits 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 Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives Banc of America Securities LLC expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be. The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A. Each Company Supplemental Disclosure Document (as defined in Section 4(a) below) listed on Schedule V hereto does not conflict with the information contained in the Pricing Disclosure Package or the Final Offering Memorandum, and each such Company Supplemental Disclosure Document, as supplemented by and taken together with the Pricing Disclosure Package as of the Time of Sale, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements in or omissions made in any Company Supplemental Disclosure Document in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives Banc of America Securities LLC expressly for use therein. 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 Pricing Disclosure Package and the Final Offering Memorandum, and each Company Supplemental Disclosure Document.

The Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of SaleExecution, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a)date, if applicable) as of the Closing DateDate and as of the date of any amendment or supplement, if applicable, contains or represents an untrue statement of a material fact or omits 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 Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information pertaining to any Initial Purchaser furnished to the Company in writing by any such Initial Purchaser through the Representatives in respect of itself expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be. The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, (i) all the information specified in, and meeting the requirements of, Rule 144A. Each Company Supplemental Disclosure Document 144A and (as defined in Section 4(aii) below) listed on Schedule V hereto does not conflict with all the information contained in the Pricing Disclosure Package or the Final Offering Memorandum, and each such Company Supplemental Disclosure Document, as supplemented by and taken together with the Pricing Disclosure Package as of the Time of Sale, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements in or omissions made in any Company Supplemental Disclosure Document in reliance upon and in conformity with information furnished respect to the Company and its subsidiaries and the Notes (including the guarantees under the Cross-Guarantee) that is material in writing the context of the issue and the offering of the Notes (including the guarantees under the Cross-Guarantee), including all information required by any Initial Purchaser through applicable laws and the Representatives expressly for use thereininformation which, according to the particular nature of the Company and the Notes (including the guarantees under the Cross-Guarantee), is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and its subsidiaries and of the rights attaching to the Notes (including the guarantees under the Cross-Guarantee). The Other than press releases conforming to Rule 135c or Rule 135e under the Securities Act, 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 SecuritiesNotes, any offering material in connection with the offering and sale of the Securities Notes other than the Pricing Disclosure Package and the Final Offering Memorandum, and each Company Supplemental Disclosure Document.

The Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), if applicable) as of the Closing Date, contains or represents an untrue statement of a material fact or omits 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 Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives Representative expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be. The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A. Each Company Supplemental Disclosure Document (as defined in Section 4(a) below) listed on Schedule V hereto does not conflict with the information contained in the Pricing Disclosure Package or the Final Offering Memorandum, and each such Company Supplemental Disclosure Document, as supplemented by and taken together with the Pricing Disclosure Package as of the Time of Sale, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements in or omissions made in any Company Supplemental Disclosure Document in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives Representative expressly for use therein. 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 Pricing Disclosure Package and Package, the Final Offering Memorandum, Memorandum and each any Company Supplemental Disclosure DocumentDocument set forth on Schedule VI.