Common use of The Offering Memorandum Clause in Contracts

The Offering Memorandum. (a) The information concerning the business, financial condition and results of operations of the Buyer, which is set forth in that certain Confidential Preliminary Offering Circular prepared in connection with a proposed sale of senior notes due 2012 by the Buyer, and provided to the Seller as part of Seller’s due diligence review of the business and operations of Buyer, was accurate and complete as of November 9, 2007, subject in each case to the disclaimers and limitations set forth therein. The Seller acknowledges that such Circular is a draft document prepared for purposes of a proposed offering of debt, not equity, in the 144A market and the Buyer makes no representation that such Circular in fact sets forth all information that Seller may consider material in evaluating an investment in the Shares. The Buyer makes no representation as to any information contained in such Confidential Preliminary Offering Circular subsequent to November 9, 2007. (b) Since November 9, 2007, there has not been any Buyer MAE. (c) There is no “default” or “event of default” under the Loan Agreement (as such term is defined in the Notes).