Common use of Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum Clause in Contracts

Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as amended by the Supplements, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, as of its date and as of the Closing Date, will not, contain any 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 (A) the representations and warranties set forth in this paragraph 3(a)(i) are limited to statements or omissions based upon information relating to RRI in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum and (B) RRI makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to Escrow Issuer, RRI and Mirant in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.

Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as amended by the Supplements, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, as of its date and as of the Closing Date, will not, contain any 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 (A) the representations and warranties set forth in this paragraph 3(a)(i3(b)(i) are limited to statements or omissions based upon information relating to RRI Mirant in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum and (B) RRI Mirant makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to Escrow Issuer, RRI and Mirant in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.