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 the Company in writing by the the Initial 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 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 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 Purchaser.

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 the Company in writing by the the any Initial 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 respective date, contains will contain all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of 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 the Initial Purchaser's 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 Purchaser.

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 the Company in writing by the the Initial 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 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 Purchaser's ’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 Purchaser.

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 the Company in writing by the the any Initial 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 of, Rule 144A(d)(4). None of 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 the Initial Purchaser's 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 PurchaserOffering 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 the Company in writing by the the Initial Purchaser 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 of, Rule 144A(d)(4). None of 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 the Initial Purchaser's 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 PurchaserMemorandum.

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 the Company in writing by the the any Initial 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 respective date, contains all the information XXXXXXX - PURCHASE AGREEMENT specified in, and meeting the requirements of of, Rule 144A(d)(4). None of 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 the Initial Purchaser's 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 Purchaser.

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 the Company in writing by the the any Initial 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 of, Rule 144A(d)(4). None of 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 the Initial Purchaser's 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 PurchaserOffering 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 the Company in writing by the the any Initial 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 of, Rule 144A(d)(4). None of 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 the Initial Purchaser's 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 PurchaserOffering 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 the Company in writing by the the any Initial 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 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 the Initial Purchaser's 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 PurchaserOffering 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 the Company in writing by the the Initial Purchaser 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 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 Purchaser's 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 PurchaserPurchasers.

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 the Company or any Guarantor in writing by the the any Initial 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 respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None 144A. Neither the Company nor any of the Guarantors have distributed, and the Company or any Guarantor has distributed and none of them the Guarantors will not distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's 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 Purchaser.

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 the Company River Rock Parties in writing by the the Initial 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 of, Rule 144A(d)(4). None of the Company or any Guarantor River Rock Parties has distributed and none of them or will distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's distribution resales of the SecuritiesNotes, any offering material in connection with the offering and sale of the Securities Notes other than the Preliminary Offering Memorandum, Memorandum or the Offering Memorandum or as agreed upon by the Initial PurchaserMemorandum.

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 the Company in writing by the the any Initial 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 respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of 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 the Initial Purchaser's 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 PurchaserMemorandum.

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 the Company Companies in writing by the the any Initial Purchaser 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 of, Rule 144A(d)(4). None Neither of 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 the Initial Purchaser's 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 PurchaserMemorandum.

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 the Company in writing by the the Initial Purchaser expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the The Offering Memorandum, as of its respective date, contains all the information specified in, and meeting the requirements of of, Rule 144A(d)(4)144A in all material respects. None Neither of the Company or any Guarantor Issuers has distributed distributed, and none of them the Issuers will not distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's ’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 Purchaser.

The Offering Memorandum. The At the Time of Execution, 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 the Company Issuers in writing by the the any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the Preliminary The Offering Memorandum contains and the Final Offering Memorandum, as of its respective date, contains Memorandum will contain all the information specified in, and meeting the requirements of of, Rule 144A(d)(4). None of the Company or any Guarantor has 144A. The Issuers have not distributed and none of them will not distribute, prior to the later of the Closing Date and the completion of the the Initial Purchaser's 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 and the Offering Memorandum or as agreed upon by the Initial PurchaserMemorandum.

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 the Company in writing by the the any Initial 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 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 the Initial Purchaser's 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 PurchaserMemorandum.

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 the Company in writing by the the any Initial 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 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 the Initial Purchaser's 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 PurchaserOffering 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 the Company in writing by the the any Initial 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 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 the Initial Purchaser's 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 PurchaserOffering 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 the Company Companies in writing by the the Initial Purchaser 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 of, Rule 144A(d)(4). None Neither of 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 the Initial Purchaser's ’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 PurchaserMemorandum.

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 the Company Issuers in writing by the the any Initial 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 of, Rule 144A(d)(4). None 144A. Neither of 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 the Initial Purchaser's 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 PurchaserOffering Memorandum.