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 Acquisition or the Company, as the case may be, in writing by the Initial Purchasers expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its 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 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 does notwill not as, of the date it bears, and at the Closing Date will notDate, 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 Acquisition or the Company, as the case may be, Company in writing by the any Initial Purchasers Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the The Offering Memorandum, as of its date, contains will contain all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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 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, as the case may be, Company in writing by the the Initial Purchasers 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 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 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 PurchasersPurchaser.

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 Acquisition or the Company, as the case may be, Company in writing by the any Initial Purchasers 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 date, contains all the information specified in, and meeting meets the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.

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, as the case may be, Issuers in writing by the any Initial Purchasers Purchaser expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of, Rule 144A. Neither of Rule 144A(d)(4). None of Acquisition, the Company or Issuers nor any Guarantor has distributed and none of them will 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 a Preliminary Offering Memorandum, the Offering Memorandum or as agreed upon by the Initial PurchasersOffering 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 Acquisition or the Company, as the case may be, Company in writing by the Initial Purchasers 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 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 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 PurchasersPurchaser.

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, as the case may be, Company in writing by the any Initial Purchasers 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 date, contains all the information specified in, and meeting the requirements of Rule 144A(d)(4). None of Acquisition, 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 Initial 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 PurchasersOffering 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 Acquisition or the Company, as the case may be, Company in writing by the any Initial Purchasers Purchaser through NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 Initial 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 PurchasersOffering Memorandum.

The Offering Memorandum. The Offering Memorandum does did not, as of its date and at will not, as of the Closing Date will notDate, 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, as the case may be, Company in writing by the Initial Purchasers Purchaser expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the The Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of, Rule 144A in all material respects. Neither of Rule 144A(d)(4). None of Acquisitionthe Issuers has distributed, and the Company or any Guarantor has distributed and none of them 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 Preliminary Offering Memorandum, the Offering Memorandum or as agreed upon by the Initial Purchasers.

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, as the case may be, Company in writing by the any Initial Purchasers 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 Acquisition, 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 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 otherwise agreed upon by the Initial Purchasers.

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, as the case may be, Companies in writing by the any Initial Purchasers Purchaser, expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None Neither of Acquisition, the Company or Companies 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 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.

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, as the case may be, Company in writing by the any Initial Purchasers Purchaser through NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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 a preliminary Offering Memorandum or as agreed upon by the Initial PurchasersOffering 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 Acquisition or the Company, as the case may be, Company in writing by the or on behalf of any Initial Purchasers 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 date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.

The Offering Memorandum. The Offering Memorandum does not, and at the First Closing Date and the Second Closing, as the case may be, 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, as the case may be, Company in writing by the any Initial Purchasers Purchaser through NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, the The Company or any Guarantor has not distributed and none of them will not distribute, prior to the later of the First 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 a preliminary Offering Memorandum or as agreed upon by the Initial PurchasersOffering 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 Acquisition or the Company, as the case may be, Company in writing by the any Initial Purchasers Purchaser through UBS Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.

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 the Company or the Company, as the case may be, any Guarantor in writing by the any Initial Purchasers Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the The Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 144A. Neither the Company or nor any Guarantor has distributed of the Guarantors have distributed, and none of them 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 Preliminary Offering Memorandum, the Offering Memorandum or as agreed upon by the Initial Purchasers.

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, as the case may be, Company in writing by the any Initial Purchasers 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 date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, the 144A. 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 a preliminary Offering Memorandum or as agreed upon by the Initial PurchasersOffering 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 Acquisition or the Company, as the case may be, Company in writing by the any Initial Purchasers Purchaser expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 Initial 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 PurchasersOffering 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 Acquisition or the Company, as the case may be, Company in writing by the any Initial Purchasers Purchaser expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 Initial 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 PurchasersOffering 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 Acquisition or the Company, as the case may be, Companies in writing by the Initial Purchasers Purchaser, expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None Neither of Acquisition, the Company or any Guarantor Companies has distributed and none of them or will 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.

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, as the case may be, Company in writing by the any Initial Purchasers 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 date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 Initial 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 PurchasersOffering Memorandum.

The Offering Memorandum. The Offering Memorandum does not, 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, as the case may be, Company in writing by the any Initial Purchasers Purchaser expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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 a preliminary Offering Memorandum or as agreed upon by the Initial PurchasersOffering 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 Acquisition or the Company, as the case may be, Rainier in writing by the any Initial Purchasers 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 date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). 144A. None of AcquisitionRainier, 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 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.

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, as the case may be, Company in writing by the any Initial Purchasers 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 date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, the 144A. 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 a preliminary Offering Memorandum or as agreed upon by the Initial PurchasersOffering 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 Acquisition or the Company, as the case may be, Company in writing by the Initial Purchasers expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.

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, as the case may be, Company in writing by the any Initial Purchasers Purchaser through Deutsche Bank Securities Inc. expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the The Offering Memorandum, as of its date, contains all the information ▇▇▇▇▇▇▇ - PURCHASE AGREEMENT specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, the 144A. 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 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, as the case may be, Company in writing by the Initial 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 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 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, as the case may be, Company in writing by the any Initial Purchasers 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 date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.

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, as the case may be, Company in writing by the any Initial Purchasers 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 date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, the 144A. 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.

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, as the case may be, Company in writing by the any Initial Purchasers 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 date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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 a preliminary Offering Memorandum or as agreed upon by the Initial PurchasersOffering 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 Acquisition the Company or the Company, as the case may be, Guarantors in writing by the any Initial Purchasers 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 date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.

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, as the case may be, Company in writing by the any Initial Purchasers Purchaser through NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.

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, as the case may be, Company in writing by the any Initial Purchasers Purchaser through NationsBanc Mont▇▇▇▇▇▇ ▇▇▇urities LLC expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of Acquisition, 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 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, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchasersMemorandum.