Common use of Preliminary Offering Memorandum and Offering Memorandum Clause in Contracts

Preliminary Offering Memorandum and Offering Memorandum. The ------------------------------------------------------- Notes will be offered and sold to the Initial Purchaser without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on an exemption pursuant to Section 4(2) under the Act. The Company has prepared a preliminary offering memorandum, dated September 2, 1997 (the "Preliminary Offering Memorandum"), and an offering memorandum, dated September 4, 1997 (the "Offering Memorandum"), setting forth information regarding the Company and the Notes. Any references herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include all amendments and supplements thereto and any documents filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively, the "Exchange Act") which are incorporated by reference therein. As used herein, the term "Incorporated Documents" means the documents which at the time they are incorporated by reference in the Preliminary Offering Memorandum, the Offering Memorandum or any amendment or supplement thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Notes by the Initial Purchaser.

Preliminary Offering Memorandum and Offering Memorandum. The ------------------------------------------------------- Notes Debentures will be offered and sold to the Initial Purchaser Purchasers without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on an exemption pursuant to Section 4(2) under the Act. The Company has prepared a preliminary offering memorandum, dated September 2November 26, 1997 1996 (the "Preliminary Offering Memorandum"), and an offering memorandum, dated September 4December 13, 1997 1996 (the "Offering Memorandum"), setting forth information regarding the Company and the NotesDebentures. Any references herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include all amendments and supplements thereto and any documents incorporated by reference therein, including those documents which have been filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively, the "Exchange Act") which are incorporated by reference therein). As used herein, the term "Incorporated Documents" means the documents which 2 at the time they are incorporated by reference in the Preliminary Offering Memorandum, the Offering Memorandum or any amendment or supplement thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Notes Debentures by the Initial PurchaserPurchasers.

Preliminary Offering Memorandum and Offering Memorandum. The ------------------------------------------------------- Notes Debentures will be offered and sold to the Initial Purchaser Purchasers without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on an exemption pursuant to Section 4(2) under the Act. The Company has prepared a preliminary offering memorandum, dated September 2November 21, 1997 1996 (the "Preliminary Offering Memorandum"), and an offering memorandum, dated September 4December 6, 1997 1996 (the "Offering Memorandum"), setting forth information regarding the Company and the NotesDebentures. Any references herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include all amendments and supplements thereto and any documents filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively, the "Exchange Act") which are incorporated by reference therein. As used herein, the term "Incorporated Documents" means the documents which at the time they are incorporated by reference in the Preliminary Offering Memorandum, the Offering Memorandum or any amendment or supplement thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Notes Debentures by the Initial PurchaserPurchasers.

Preliminary Offering Memorandum and Offering Memorandum. The ------------------------------------------------------- Notes Debentures will be offered and sold to the Initial Purchaser Purchasers without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on an exemption pursuant to Section 4(2) under the Act. The Company has prepared a preliminary offering memorandum, dated September 2July 17, 1997 (the "Preliminary Offering Memorandum"), and an offering memorandum, dated September 4August 7, 1997 (the "Offering Memorandum"), setting forth information regarding the Company and the NotesDebentures. Any references herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include all amendments and supplements thereto and any documents filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively, the "Exchange Act") which are incorporated by reference therein. As used herein, the term "Incorporated Documents" means the documents which at the time they are incorporated by reference in the Preliminary Offering Memorandum, the Offering Memorandum or any amendment or supplement thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Notes Debentures by the Initial PurchaserPurchasers.

Preliminary Offering Memorandum and Offering Memorandum. The ------------------------------------------------------- Notes Debentures will be offered and sold to the Initial Purchaser Purchasers without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on an exemption pursuant to Section 4(2) under the Act. The Company has prepared a preliminary offering memorandum, dated September 2April 17, 1997 1998 (the "Preliminary Offering Memorandum"), and an offering memorandum, dated September 4April 27, 1997 1998 (the "Offering Memorandum"), setting forth information regarding the Company and the NotesDebentures. Any references herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include all amendments and supplements thereto and any documents filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively, the "Exchange Act") which are incorporated by reference therein. As used herein, the term "Incorporated Documents" means the documents which at the time they are incorporated by reference in the Preliminary Offering Memorandum, the Offering Memorandum or any amendment or supplement thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Notes Debentures by the Initial PurchaserPurchasers.

Preliminary Offering Memorandum and Offering Memorandum. The ------------------------------------------------------- Notes will be offered offered, issued and sold to the Initial Purchaser Purchasers without registration under the Securities Act of 1933, as amended (the "“Act"”), in reliance on an exemption pursuant to Section 4(2) under the Act. The Company has At or prior to the Applicable Time, the Issuers and the Guarantors shall have prepared a preliminary offering memorandummemorandum dated April 23, dated September 2, 1997 2008 (the "“Preliminary Offering Memorandum"”), and an offering memorandumthe Pricing Disclosure Supplement. Except as provided in the last sentence of this paragraph, dated September 4as used herein, 1997 (the "“Offering Memorandum"), setting forth information regarding the Company and the Notes. Any references herein to ” shall mean the Preliminary Offering Memorandum as supplemented by the Pricing Disclosure Supplement. Promptly after the Applicable Time and in any event no later than the second business day following the Applicable Time, the Issuers and the Guarantors will prepare an offering memorandum dated the date hereof (the “Final Offering Memorandum shall be deemed to include all amendments and supplements thereto and any documents filed under the Securities Exchange Act of 1934, as amended, Memorandum”). The Issuers and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively, the "Exchange Act") which are incorporated by reference therein. As used herein, the term "Incorporated Documents" means the documents which at the time Guarantors hereby confirm that they are incorporated by reference in the Preliminary Offering Memorandum, the Offering Memorandum or any amendment or supplement thereto. The Company hereby confirms that it has have authorized the use of the Preliminary Offering Memorandum Memorandum, the Pricing Disclosure Supplement and the Final Offering Memorandum in connection with the offering and resale of the Notes by the Initial Purchaser.Purchasers. From and after the time the Final Offering Memorandum is prepared, all references herein to the Offering Memorandum shall be deemed to be a reference to both the Offering Memorandum and the Final Offering Memorandum. Any reference to the Preliminary Offering Memorandum or the Final Offering Memorandum shall be deemed to refer to and include any documents incorporated by reference