Common use of Representations and Warranties of the Banks Clause in Contracts

Representations and Warranties of the Banks. Each Bank represents and warrants to, and agrees with, the Underwriter, that: (a) A registration statement on Form S-3 (No. 333- 32263) including a form of prospectus, relating to the Securities has been filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations under the Act (the "Rules and Regulations"). The Banks may have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to you. The Banks have included in such registration statement, as amended on the date such registration statement became effective, all information (other than information permitted to be omitted from a registration statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information") required by the Act and the Rules and Regulations to be included in the final prospectus with respect to the Securities and the offering thereof. Such registration statement, as amended on the date that such registration statement or the most recent post-effective amendment thereto, if any, became or becomes effective under the Act, including the exhibits thereto and the 430 Information, is hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of such Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement. (b) The Banks propose to file with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations a final prospectus relating to the sale of the Securities. The prospectus in the form filed with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations is hereinafter referred to as the "Prospectus." As filed, the Prospectus shall include all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Banks have advised the Underwriter, prior to such time, will be included or made therein. "Preliminary Prospectus" means each prospectus included in the Registration Statement, or amendments thereof, before it became effective under the Act, any prospectus filed with the Commission by the Banks pursuant to Rule 424(a) and the prospectus included in the Registration Statement on the date the Registration Statement became effective;

Representations and Warranties of the Banks. Each Bank represents and warrants to(as to itself) as follows (except with respect to paragraph 3(d) below, in respect of which Paribas, as Agent, represents and agrees with, the Underwriter, that:warrants solely as to paragraph 3(d)): (a) A registration statement on Form S-3 (No. 333- 32263) including a form of prospectus, relating to the Securities has been filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions As of the Securities Act of 1933date hereof, as amended (the "Act"), and the Rules and Regulations under the Act (the "Rules and Regulations"). The Banks may in each case without giving effect to assignments thereof which have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to you. The Banks have included in such registration statement, as amended on the date such registration statement became effective, all information (other than information permitted to be omitted from a registration statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information") required by the Act and the Rules and Regulations to be included in the final prospectus with respect to the Securities and the offering thereof. Such registration statement, as amended on the date that such registration statement or the most recent post-effective amendment thereto, if any, became or becomes effective under the Act, including the exhibits thereto and the 430 Information, is hereinafter referred to as the "Registration Statement." The Registration Statement has not yet become effective, and no stop order suspending the effectiveness Pro Rata Share of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to Bank of the knowledge of such Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, Revolving Loan Commitment is as set forth on Exhibit C hereto oppo-site the Bank's name and under the column heading of "Pro Rata Share of the Revolving Commitment" which Exhibit C is incorporated herewith by this reference. The Bank has not created any rights in its Bank Interest for the General Instructions benefit of any other party, except to Form S-3, have been satisfied with respect to the Registration StatementCNL as contemplated hereby. (b) The Banks propose As of the date hereof, in each case without giving effect to file with assignments thereof which have not yet become effective, the Commission pursuant to Rules 430A outstanding principal balance of Revolving Loans made by the Bank is as set forth on Exhibit C hereto opposite the Bank's name and 424(b)(1) or 424(b)(4) under the Rules column heading of "Principal Balance of Outstanding Revolving Loans." (c) The Bank has full power and Regulations authority, and has taken all action necessary to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith. (d) Set forth on Exhibit D hereto and incorporated herewith by this reference is a final prospectus relating to the sale list of all of the Securities. The prospectus in the form filed with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations is hereinafter referred to as the "Prospectus." As filed, the Prospectus shall include all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement ormaterial agreements that, to the extent not completed at such timeactual knowledge of Paribas, shall contain only such material changes as Agent, have been delivered to Paribas, as Agent, by the Banks have advised the Underwriter, prior to such time, will be included or made therein. "Preliminary Prospectus" means each prospectus included Borrower in the Registration Statement, or amendments thereof, before it became effective under the Act, any prospectus filed connection with the Commission by Credit Agreement (collectively, the Banks pursuant to Rule 424(a"Loan Documents"). (e) This Agreement constitutes the legal, valid and the prospectus included in the Registration Statement on the date the Registration Statement became effective;binding obligation of such Bank.

Representations and Warranties of the Banks. Each Bank represents and warrants to, and agrees with, the UnderwriterUnderwriters, that: (a) A registration statement on Form S-3 (No. 333- 333-32263) ), including a form of prospectus, relating to the Securities has been filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations under the Act (the "Rules and Regulations"). The Banks may have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to you. The Banks have included in such the registration statement, as amended on the date such registration statement became effective, all information (other than information permitted to be omitted from a registration statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information") required by the Act and the Rules and Regulations to be included in the final prospectus with respect to the Securities and the offering thereof. Such registration statement, as amended on the date that such registration statement or the most recent post-effective amendment thereto, if any, became or becomes effective under the Act, including the exhibits thereto and the 430 430A Information, is hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of such Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, S-3 have been satisfied with respect to the Registration Statement. (b) The Banks propose to file with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations a final prospectus relating to the sale of the Securities. The prospectus in the form filed with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations is hereinafter referred to as the "Prospectus." As filed, the Prospectus shall include all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent that the Underwriter Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Banks have advised the UnderwriterRepresentative, prior to such time, will be included or made therein. "Preliminary Prospectus" means each prospectus included in the Registration Statement, or amendments thereof, before it became effective under the Act, any prospectus filed with the Commission by the Banks pursuant to Rule 424(a) and the prospectus included in the Registration Statement on the date the Registration Statement became effective;.

Representations and Warranties of the Banks. Each Bank represents and warrants to, and agrees with, the UnderwriterClass A Underwriters, that: (a) A registration statement on Form S-3 (No. 333- 32263) 32737-01-02), including a form of prospectus, relating to the Securities Notes has been filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations under the Act (the "Rules and Regulations"). The Banks may have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to you. The Banks have included in such the registration statement, as amended on the date such registration statement became effective, all information (other than information permitted to be omitted from a registration statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information") required by the Act and the Rules and Regulations to be included in the final prospectus with respect to the Securities Notes and the offering thereof. Such registration statement, as amended on the date that such registration statement or the most recent post-effective amendment thereto, if any, became or becomes effective under the Act, including the exhibits thereto and the 430 430A Information, is hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of such Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, S-3 have been satisfied with respect to the Registration Statement. (b) The Banks propose to file with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations a final prospectus relating to the sale of the SecuritiesNotes. The prospectus in the form filed with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations is hereinafter referred to as the "Prospectus." As filed, the Prospectus shall include all Rule 430A Information, together with all other such required information, with respect to the Securities Notes and the offering thereof and, except to the extent that the Underwriter Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Banks have advised the UnderwriterRepresentative, prior to such time, will be included or made therein. "Preliminary Prospectus" means each prospectus included in the Registration Statement, or amendments thereof, before it became effective under the Act, any prospectus filed with the Commission by the Banks pursuant to Rule 424(a) and the prospectus included in the Registration Statement on the date the Registration Statement became effective;.

Representations and Warranties of the Banks. Each Bank represents and warrants to, and agrees with, the Underwriter, that: (a) A registration statement on Form S-3 (No. 333- 3226332737/-01/-02) including a form of prospectus, relating to the Securities has been filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations under the Act (the "Rules and Regulations"). The Banks may have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to you. The Banks have included in such registration statement, as amended on the date such registration statement became effective, all information (other than information permitted to be omitted from a registration statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information") required by the Act and the Rules and Regulations to be included in the final prospectus with respect to the Securities and the offering thereof. Such registration statement, as amended on the date that such registration statement or the most recent post-effective amendment thereto, if any, became or becomes effective under the Act, including the exhibits thereto and the 430 Information, is hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of such Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement.; (b) The Banks propose to file with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations a final prospectus relating to the sale of the Securities. The prospectus in the form filed with the Commission pursuant to Rules 430A and 424(b)(1) or 424(b)(4) under the Rules and Regulations is hereinafter referred to as the "Prospectus." As filed, the Prospectus shall include all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Banks have advised the Class B and Class C Underwriter, prior to such time, will be included or made therein. "Preliminary Prospectus" means each prospectus included in the Registration Statement, or amendments thereof, before it became effective under the Act, any prospectus filed with the Commission by the Banks pursuant to Rule 424(a) and the prospectus included in the Registration Statement on the date the Registration Statement became effective;