Common use of Amendments and Supplements to the Offering Memorandum Clause in Contracts

Amendments and Supplements to the Offering Memorandum. If, prior to the completion of the sale of the Securities or Exchange Notes by the Purchasers to the Subsequent Purchasers (as evidenced by a notice in writing from the Purchasers to the Company) in any Offering, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the related Offering Memorandum in order to make the statements therein not contain a misstatement of a material fact or an omission of a material fact required to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a Selling Purchaser or a Subsequent Purchaser and at the closing of the sales of the Securities or Exchange Notes covered thereby, not misleading or if, in the opinion of the Selling Purchasers or counsel for the Selling Purchasers, it is otherwise necessary to amend or supplement the Offering Memorandum to comply with Applicable Law, then the Company agrees to promptly prepare (subject to Section 9.2 hereof), and furnish at its own expense to the Selling Purchasers, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not contain a misstatement of a material fact or an omission of a material fact required to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a Selling Purchaser or a Subsequent Purchaser and at the closing of the sales of such Securities or Exchange Notes, not misleading or so that the Offering Memorandum, as amended or supplemented, will comply with Applicable Law. Following the consummation of the Exchange Offer or the effectiveness of an applicable shelf registration statement with respect to the Securities and during the period that the registration statement relating to the Exchange Offer and/or the shelf registration statement is required to remain effective pursuant to Section 2(a) and/or 2(b), as applicable, of the Exchange and Registration Rights Agreement if, in the judgment of any Purchaser, such Purchaser is required to deliver a prospectus in connection with sales of such securities, the Company agrees (A) to periodically amend the applicable registration statement so that the information contained therein complies with the requirements of Section 10(a) of the Securities Act, (B) to amend the applicable registration statement or amend or supplement the related prospectus or the documents incorporated therein when necessary to reflect any material changes in the information provided therein so that the registration statement and the prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be included or necessary in order to make the statements therein, in the light of the circumstances existing as of the date the prospectus is so delivered, not misleading and (C) to provide such Purchaser with copies of each amendment or supplement filed and such other documents as such Purchaser may reasonably request. The Company hereby expressly acknowledges the indemnification and contribution provisions of Sections 13.2 and 13.3 hereof are specifically applicable and relate to each Offering Memorandum and registration statement prepared pursuant to Section 9.2 and this Section 9.3.

Amendments and Supplements to the Offering Memorandum. If, ----------------------------------------------------- prior to the completion of the sale of the Securities Notes or Exchange Notes by the Purchasers to the Subsequent Purchasers (as evidenced by a notice in writing from the Purchasers to the Company) in any Offering, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the related Offering Memorandum in order to make the statements therein not contain a misstatement of a material fact or an omission of a material fact required to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a Selling Purchaser or a Subsequent Purchaser and at the closing of the sales of the Securities Notes or Exchange Notes covered thereby, not misleading or if, in the opinion of the Selling Purchasers or counsel for the Selling Purchasers, it is otherwise necessary to amend or supplement the Offering Memorandum to comply with Applicable Law, then the Company agrees to promptly prepare (subject to Section 9.2 hereof), and furnish at its own expense to the Selling Purchasers, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not contain a misstatement of a material fact or an omission of a material fact required to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a Selling Purchaser or a Subsequent Purchaser and at the closing of the sales of such Securities Notes or Exchange Notes, not be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with Applicable Law. Following the consummation of the Exchange Offer or the effectiveness of an applicable shelf registration statement with respect to the Securities and during the period that the registration statement relating to the Exchange Offer and/or the shelf registration statement is required to remain effective pursuant to Section 2(a) and/or 2(b), as applicable, of the Exchange and Registration Rights Agreement if, in the judgment of any Purchaser, such Purchaser is required to deliver a prospectus in connection with sales of such securities, the Company agrees (A) to periodically amend the applicable registration statement so that the information contained therein complies with the requirements of Section 10(a) of the Securities Act, (B) to amend the applicable registration statement or amend or supplement the related prospectus or the documents incorporated therein when necessary to reflect any material changes in the information provided therein so that the registration statement and the prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be included or necessary in order to make the statements therein, in the light of the circumstances existing as of the date the prospectus is so delivered, not misleading and (C) to provide such Purchaser with copies of each amendment or supplement filed and such other documents as such Purchaser may reasonably request. The Company hereby expressly acknowledges the indemnification and contribution provisions of Sections 13.2 15.2 and 13.3 15.3 hereof are specifically applicable and relate to each Offering Memorandum and registration statement prepared pursuant to Section 9.2 and this Section 9.3.

Amendments and Supplements to the Offering Memorandum. IfThe Company and the Guarantors will advise the Initial Purchasers promptly of any proposal to amend or supplement the Final Offering Memorandum (including any filings with the Commission made pursuant to the Exchange Act) and will not effect such amendment or supplement without the consent of the Initial Purchasers, not to be unreasonably withheld. Neither the consent of the Initial Purchasers, nor the Initial Purchasers’ delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. If at any time prior to the completion of the sale placement of the Securities or Exchange Notes by the Purchasers Initial Purchasers, the Company or any Guarantor has issued or shall have issued any written communication, which would be deemed a “free writing prospectus” as defined in Rule 405 of the Securities Act if the placement of the Securities contemplated by this Agreement were conducted as a public offering made pursuant to a registration statement filed with the Subsequent Purchasers Commission under the Securities Act (as evidenced by a notice in writing from the Purchasers to the Company) in any Offering“Supplemental Offering Document”), any and there occurred or occurs an event shall occur or condition exist development as a result of which it is necessary to amend such Supplemental Offering Document conflicted or supplement the related Offering Memorandum in order to make the statements therein not contain a misstatement of a material fact or an omission of a material fact required to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a Selling Purchaser or a Subsequent Purchaser and at the closing of the sales of the Securities or Exchange Notes covered thereby, not misleading or if, in the opinion of the Selling Purchasers or counsel for the Selling Purchasers, it is otherwise necessary to amend or supplement the Offering Memorandum to comply would conflict with Applicable Law, then the Company agrees to promptly prepare (subject to Section 9.2 hereof), and furnish at its own expense to the Selling Purchasers, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not contain a misstatement of a material fact or an omission of a material fact required to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a Selling Purchaser or a Subsequent Purchaser and at the closing of the sales of such Securities or Exchange Notes, not misleading or so that the Offering Memorandum, as amended or supplemented, will comply with Applicable Law. Following the consummation of the Exchange Offer or the effectiveness of an applicable shelf registration statement with respect to the Securities and during the period that the registration statement relating to the Exchange Offer and/or the shelf registration statement is required to remain effective pursuant to Section 2(a) and/or 2(b), as applicable, of the Exchange and Registration Rights Agreement if, in the judgment of any Purchaser, such Purchaser is required to deliver a prospectus in connection with sales of such securities, the Company agrees (A) to periodically amend the applicable registration statement so that the information contained therein complies with in the requirements of Section 10(a) of the Securities Act, (B) to amend the applicable registration statement or amend or supplement the related prospectus Disclosure Package or the documents incorporated therein when necessary to reflect any material changes in the information provided therein so that the registration statement and the prospectus will not contain any Final Offering Memorandum or included or would include an untrue statement of a material fact or omitted or would omit to state any a material fact required to be included or necessary in order to make the statements therein, in the light of the circumstances existing as of the date the prospectus is so deliveredprevailing at that subsequent time, not misleading misleading, the Company and (C) the Guarantors will promptly notify the Initial Purchasers and will promptly amend or supplement, at its own expense, such Supplemental Offering Document to provide eliminate or correct such Purchaser with copies of each amendment conflict, untrue statement or supplement filed and such other documents as such Purchaser may reasonably request. The Company hereby expressly acknowledges the indemnification and contribution provisions of Sections 13.2 and 13.3 hereof are specifically applicable and relate to each Offering Memorandum and registration statement prepared pursuant to Section 9.2 and this Section 9.3omission.