Common use of The Pricing Disclosure Package and Offering Memorandum Clause in Contracts

The Pricing Disclosure Package and Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), as applicable) as of the Closing Date, contains or represents an untrue statement of a material fact or omits 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 Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Par Parties in writing by the Initial Purchaser expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be, which information is limited to the following information in the Preliminary Offering Memorandum and the Final Offering Memorandum: the second sentence of the risk factor under the caption “We cannot assure you that an active trading market will develop for the notes,” the fourth paragraph and the third sentence of the sixth paragraph under the caption “Plan of Distribution” (the “Purchaser Information”). The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A. The Par Parties hereby confirm that they have authorized the use of the Pricing Disclosure Package, including the Preliminary Offering Memorandum and the Pricing Supplement, and the Final Offering Memorandum in connection with the offer and sale of the Securities by the Initial Purchaser. The Par Parties have not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchaser’s distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Pricing Disclosure Package and the Final Offering Memorandum.

The Pricing Disclosure Package and Offering Memorandum. Neither The Preliminary Offering Memorandum, as of its date, did not contain or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), as applicable) as of the Closing Date, contains or represents includes an untrue statement of a material fact or omits 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 Preliminary Offering Memorandum, the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Par Parties Company in writing by the any Initial Purchaser through the Representative expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be, which information is limited to the following information in the Preliminary Offering Memorandum and the Final Offering Memorandum: the second sentence of the risk factor under the caption “We cannot assure you that an active trading market will develop for the notes,” the fourth paragraph and the third sentence of the sixth paragraph under the caption “Plan of Distribution” (the “Purchaser Information”). The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A. The Par Parties hereby confirm that they have authorized the use of the Pricing Disclosure Package, including the Preliminary Offering Memorandum and the Pricing Supplement, and the Final Offering Memorandum in connection with the offer and sale of the Securities by the Initial Purchaser. The Par Parties have Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of 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 Pricing Disclosure Package and the Final Offering Memorandum.

The Pricing Disclosure Package and Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section SECTION 3(a), as applicable) as of the Closing Date, contains or represents an untrue statement of a material fact or omits 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 Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Par Parties Company in writing by the any Initial Purchaser through the Representative expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be, which information is limited to the following information in the Preliminary Offering Memorandum and the Final Offering Memorandum: the second sentence of the risk factor under the caption “We cannot assure you that an active trading market will develop for the notes,” the fourth paragraph and the third sentence of the sixth paragraph under the caption “Plan of Distribution” (the “Purchaser Information”). The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A. The Par Parties hereby confirm that they have authorized the use of the Pricing Disclosure Package, including the Preliminary Offering Memorandum and the Pricing Supplement, and the Final Offering Memorandum in connection with the offer and sale of the Securities by the Initial Purchaser. The Par Parties have Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of 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 Pricing Disclosure Package and the Final Offering Memorandum, except as may be otherwise allowed under SECTION 1(e) below and except as would not require registration of the Securities or be deemed a “general solicitation” under the Securities Act and has been previously delivered and agreed to by the Representative.

The Pricing Disclosure Package and Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a)) hereto, as applicable) as of the Closing Date, contains or represents an untrue statement of a material fact or omits 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 Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Par Parties Company in writing by the any Initial Purchaser through the Representative expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be, which information is limited to the following information in the Preliminary Offering Memorandum and the Final Offering Memorandum: the second sentence of the risk factor under the caption “We cannot assure you that an active trading market will develop for the notes,” the fourth paragraph and the third sentence of the sixth paragraph under the caption “Plan of Distribution” (the “Purchaser Information”). The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A. The Par Parties hereby confirm that they have authorized the use of the Pricing Disclosure Package, including the Preliminary Offering Memorandum Company and the Pricing Supplement, and the Final Offering Memorandum in connection with the offer and sale of the Securities by the Initial Purchaser. The Par Parties Guarantors have not distributed and will not distribute, prior to the later of the Closing Date and the completion of 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 Pricing Disclosure Package and the Final Offering MemorandumMemorandum as each may be amended or supplemented pursuant to Section 3(a) hereof, and any Company Additional Written Communication pursuant to paragraph (e) below.

The Pricing Disclosure Package and Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), as applicable) as of the Closing Date, contains or represents an untrue statement of a material fact or omits 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 Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Par Parties in writing by the any Initial Purchaser through the Representative expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be, which information is limited to the following information in the Preliminary Offering Memorandum and the Final Offering Memorandum: the second sentence of the risk factor under the caption “We cannot assure you that an active trading market will develop for the notes,” the fourth paragraph and the third sentence of the sixth paragraph under the caption “Plan of Distribution” (the “Purchaser Information”). The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A. The Par Parties hereby confirm that they have authorized the use of the Pricing Disclosure Package, including the Preliminary Offering Memorandum and the Pricing Supplement, and the Final Offering Memorandum in connection with the offer and sale of the Securities by the Initial PurchaserPurchasers. The Par Parties have not distributed and will not distribute, prior to the later of the Closing Date and the completion of 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 Pricing Disclosure Package and the Final Offering Memorandum.

The Pricing Disclosure Package and Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), as applicable) as of the Closing Date, contains or represents an untrue statement of a material fact or omits 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 provided, that this representation, warranty and agreement shall not apply to statements in in, or omissions from from, the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon upon, and in conformity with with, information furnished to the Par Parties Company in writing by the any Initial Purchaser through Mxxxxxx Lxxxx, or its agents, expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto, as the case may be, which information is limited to the following information in the Preliminary Offering Memorandum and the Final Offering Memorandum: the second sentence of the risk factor under the caption “We cannot assure you that an active trading market will develop for the notes,” the fourth paragraph and the third sentence of the sixth paragraph under the caption “Plan of Distribution” (the “Purchaser Information”). The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meeting the requirements of, Rule 144A. The Par Parties hereby confirm that they have authorized Neither the use Company nor any of the Pricing Disclosure Package, including the Preliminary Offering Memorandum and the Pricing SupplementGuarantors have distributed, and the Final Offering Memorandum in connection with Company and the offer and sale of the Securities by the Initial Purchaser. The Par Parties have not distributed and Guarantors will not distribute, prior to the later of the Closing Date and the completion of 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 Pricing Disclosure Package and the Final Offering Memorandum.