Common use of Exchange Offer Materials Clause in Contracts

Exchange Offer Materials. Prior to the commencement of the Exchange Offers, the Company agrees to furnish PaineWebber, at the Company's expense, with as many copies as PaineWebber may reasonably request of (i) each of the documents that is filed with the Securities and Exchange Commission (the "Commission"), including each registration statement, preliminary and final prospectus filed with the Commission (such final prospectus included in such registration statement as amended at the time it becomes effective is herein called the "Prospectus," except that, if the prospectus first filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission shall differ from the Prospectus, the term "Prospectus" shall also include the prospectus first filed pursuant to Rule 424(b)), in connection with the Exchange Offers, (ii) each offering circular, sales memorandum, term sheet, proposed agreement, invitation to negotiate, private placement memorandum, solicitation statement, disclosure document, or other explanatory statement, or other report, filing, document, release or communication mailed, delivered, published, or filed by or on behalf of the Company in connection with the Exchange Offers, (iii) each document required to be filed with the Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pertaining to the Company during the term of this Agreement and (iv) each appendix, attachment, modification, amendment or supplement to any of the foregoing and all related documents, including but not limited to each related letter of transmittal (each of (i), (ii), (iii) and (iv), an "Exchange Offer Document" and, collectively, the "Exchange Offer Documents"). At the commencement of the Exchange Offers, the Company shall cause timely to be delivered to each registered holder of any Securities legally or contractually entitled thereto, each Exchange Offer Document and any other offering materials prepared expressly for use by holders of Securities tendering, voting, or otherwise participating in the Exchange Offers, together with a return envelope. Thereafter, to the extent practicable, until the expiration of the Exchange Offers, the Company shall use its best efforts to cause copies of such materials and a return envelope to be mailed to each person who becomes a holder of any Securities. The Company agrees that, at a reasonable time prior to using any material in connection with the Exchange Offers or filing any such material with the Commission or any other federal or state agency, commission or instrumentality, the Company will submit copies of such material to PaineWebber and will consult with PaineWebber and give reasonable consideration to its comments, if any, with respect thereto. In connection with the Exchange Offers, if the Company (a) uses or permits the use of, or files with the Commission or any other governmental or regulatory agency, authority or instrumentality, any Exchange Offer Document that (i) has not been submitted to PaineWebber on a timely basis for PaineWebber's comments or (ii) has been so submitted and with respect to which PaineWebber reasonably objects or (b) shall have breached any of its representations, warranties, agreements, or covenants herein, then PaineWebber shall be entitled to withdraw as a dealer manager in connection with the Exchange Offers, without any liability or penalty to PaineWebber or any other Indemnified Person (as defined in paragraph 6 hereof) for such withdrawal and without loss of any right to indemnification or contribution provided in this Agreement or to the payment of all fees and expenses payable hereunder that have accrued to the date of such withdrawal. In the event of any such withdrawal, for the purpose of determining the fees payable to PaineWebber pursuant to this Agreement, PaineWebber shall remain entitled to receive the payment of all fees and expenses payable under this Agreement that have accrued to the date of any such withdrawal. The Company recognizes and confirms that, in connection with the Exchange Offers, PaineWebber will be using and relying upon (i) information (both written and oral), documents (including the Exchange Offer Documents) and data furnished by the Company to PaineWebber, and (ii) information available from filings made by the Company pursuant to the Exchange Act which have been approved for such use by the Company (collectively the "Information"). The Company further recognizes that PaineWebber does not assume responsibility for the accuracy or completeness of the Information and will not undertake to independently verify its accuracy or completeness. The Company agrees that any reference to PaineWebber or any affiliate of PaineWebber in any Exchange Offer Document, or any release or written communication, is subject to PaineWebber's prior approval. If PaineWebber resigns prior to the dissemination of any Exchange Offer Document or any release or communication, no reference shall be made therein to PaineWebber. 2

Exchange Offer Materials. Prior to Other than the commencement of the Exchange OffersRegistration Statement, the Company agrees to furnish PaineWebber, at the Company's expense, with as many copies as PaineWebber may reasonably request of (i) each of the documents that is filed with the Securities any Preliminary Prospectus and Exchange Commission (the "Commission"), including each registration statement, preliminary and final prospectus filed with the Commission (such final prospectus included in such registration statement as amended at the time it becomes effective is herein called the "Prospectus," except that, if the prospectus first filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission shall differ from the Prospectus, the term "Company (including its agents and representatives, other than the Dealer Managers) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Exchange Offer Material, including, without limitation, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the New Securities (each such communication by the Company or its agents and representatives, an “Issuer Free Writing Prospectus" shall also include ”) other than (i) the prospectus first filed pursuant to Rule 424(b)), in connection with the Exchange Offers, documents listed on Schedule II hereto and (ii) each offering circular, sales memorandum, term sheet, proposed agreement, invitation to negotiate, private placement memorandum, solicitation statement, disclosure document, or any other explanatory statement, or other report, filing, document, release or communication mailed, delivered, published, or filed written communications approved in writing in advance by or on behalf of the Company in connection with the Exchange Offers, Representative (iii) each document required to be filed with the Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pertaining to the Company during the term of this Agreement and (iv) each appendix, attachment, modification, amendment or supplement to any of the foregoing and all related documents, including but not limited to each related letter of transmittal (each of (i), (ii), (iii) and (iv), an "Exchange Offer Document" andMaterial that is not the Registration Statement, collectivelya Preliminary Prospectus or the Prospectus, the "“Other Exchange Offer Documents"Material”). At the commencement of the Exchange Offers, the Company shall cause timely to be delivered to each registered holder of any Securities legally or contractually entitled thereto, each The Other Exchange Offer Document and any other offering materials prepared expressly for use by holders of Securities tendering, voting, or otherwise participating in the Exchange Offers, together with a return envelope. ThereafterMaterials, to the extent practicablethe same are filed with Commission in response to a requirement under the Securities Act or the Exchange Act, until comply or will comply in all material respects with the expiration Securities Act and the Exchange Act, as applicable. None of the Other Exchange OffersOffer Materials (including, without limitation, any documents incorporated by reference in any Other Exchange Offer Materials), when considered together with all other Exchange Offer Materials, as of the date thereof, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company shall use its best efforts to cause copies of such materials and a return envelope to be mailed to each person who becomes a holder of any Securities. The Company agrees that, at a reasonable time prior to using any material in connection with the Exchange Offers or filing any such material with the Commission or any other federal or state agency, commission or instrumentality, the Company will submit copies of such material to PaineWebber Guarantors make no representation and will consult with PaineWebber and give reasonable consideration to its comments, if any, with respect thereto. In connection with the Exchange Offers, if the Company (a) uses or permits the use of, or files with the Commission or any other governmental or regulatory agency, authority or instrumentality, any Exchange Offer Document that (i) has not been submitted to PaineWebber on a timely basis for PaineWebber's comments or (ii) has been so submitted and warranty with respect to which PaineWebber reasonably objects any statements in or (b) shall have breached omissions from the Other Exchange Offer Materials made in reliance upon and in conformity with any Dealer Manager Information. There is no material fact or information concerning the Company, any Guarantor, or any of its representations, warranties, agreementstheir respective subsidiaries, or covenants hereinthe business, then PaineWebber shall be entitled to withdraw as a dealer manager in connection with properties, management, financial position, stockholders’ equity, results of operations or prospects of the Exchange OffersCompany, without any liability or penalty to PaineWebber Guarantor or any other Indemnified Person (as defined in paragraph 6 hereof) for such withdrawal and without loss of any right their respective subsidiaries, that is required to indemnification or contribution provided in this Agreement or be made generally available to the payment of all fees public and expenses payable hereunder that have accrued has not been, or is not being, or will not be, made generally available to the date of such withdrawal. In the event of any such withdrawal, for the purpose of determining the fees payable to PaineWebber pursuant to this Agreement, PaineWebber shall remain entitled to receive the payment of all fees and expenses payable under this Agreement that have accrued to the date of any such withdrawal. The Company recognizes and confirms that, in connection with the Exchange Offers, PaineWebber will be using and relying upon (i) information (both written and oral), documents (including public through the Exchange Offer Documents) and data furnished by the Company to PaineWebber, and (ii) information available from filings made by the Company pursuant to the Exchange Act which have been approved for such use by the Company (collectively the "Information"). The Company further recognizes that PaineWebber does not assume responsibility for the accuracy Materials or completeness of the Information and will not undertake to independently verify its accuracy or completeness. The Company agrees that any reference to PaineWebber or any affiliate of PaineWebber in any Exchange Offer Document, or any release or written communication, is subject to PaineWebber's prior approval. If PaineWebber resigns prior to the dissemination of any Exchange Offer Document or any release or communication, no reference shall be made therein to PaineWebber. 2otherwise.

Exchange Offer Materials. Prior to the commencement of the Exchange OffersOffer, the Company agrees to furnish PaineWebberyou, at the Company's expense, with as many copies as PaineWebber you may reasonably request of (i) each of the documents that is filed with the Securities and Exchange Commission (the "Commission"), including each registration statement, preliminary and final prospectus filed with the Commission (such final prospectus included in such registration statement as amended at the time it becomes effective is herein called the "Prospectus," except that, if the prospectus first filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission shall differ from the Prospectus, the term "Prospectus" shall also include the prospectus first filed pursuant to Rule 424(b)), in connection with the Exchange OffersOffer, (ii) each offering circular, sales memorandum, term sheet, proposed agreement, invitation to negotiate, private placement memorandum, solicitation statement, disclosure document, or other explanatory statement, or other report, filing, document, release or communication mailed, delivered, published, or filed by or on behalf of the Company in connection with the Exchange OffersOffer, (iii) each document required to be filed with the Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pertaining to the Company during the term of this Agreement and (iv) each appendix, attachment, modification, amendment or supplement to any of the foregoing and all related documents, including but not limited to each related letter of transmittal (each of (i), (ii), (iii) and (iv), an "Exchange Offer Document" and, collectively, the "Exchange Offer Documents"). At the commencement of the Exchange OffersOffer, the Company shall cause timely to be delivered to each registered holder of any Securities legally or contractually entitled thereto, each Exchange Offer Document and any other offering materials prepared expressly for use by holders of Securities tendering, voting, or otherwise participating in the Exchange OffersOffer, together with a return envelope. Thereafter, to the extent practicable, until the expiration of the Exchange OffersOffer, the Company shall use its best efforts to cause copies of such materials and a return envelope to be mailed to each person who becomes a holder of any Securities. The Company agrees that, at a reasonable time prior to using any material in connection with the Exchange Offers Offer or filing any such material with the Commission or any other federal or state agency, commission or instrumentality, the Company will submit copies of such material to PaineWebber and will consult with PaineWebber and give reasonable consideration to its comments, if any, with respect thereto. In connection with the Exchange OffersOffer, if the Company (a) uses or permits the use of, or files with the Commission or any other governmental or regulatory agency, authority or instrumentality, any Exchange Offer Document that (i) has not been submitted to PaineWebber on a timely basis for PaineWebber's comments or (ii) has been so submitted and with respect to which PaineWebber reasonably objects or (b) shall have breached any of its representations, warranties, agreements, or covenants herein, then PaineWebber shall be entitled to withdraw as a dealer manager in connection with the Exchange OffersOffer, without any liability or penalty to PaineWebber or any other Indemnified Person (as defined in paragraph 6 hereof) for such withdrawal and without loss of any right to indemnification or contribution provided in this Agreement or to the payment of all fees and expenses payable hereunder that have accrued to the date of such withdrawal. In the event of any such withdrawal, for the purpose of determining the fees payable to PaineWebber pursuant to this Agreement, PaineWebber shall remain entitled to receive the payment of all fees and expenses payable under this Agreement that have accrued to the date of any such withdrawal. The Company recognizes and confirms that, in connection with the Exchange OffersOffer, PaineWebber will be using and relying upon (i) information (both written and oral), documents (including the Exchange Offer Documents) and data furnished by the Company to PaineWebber, and (ii) information available from filings made by the Company pursuant to the Exchange Act which have been approved for such use by the Company (collectively the "Information"). The Company further recognizes that PaineWebber does not assume responsibility for the accuracy or completeness of the Information and will not undertake to independently verify its accuracy or completeness. The Company agrees that any reference to PaineWebber or any affiliate of PaineWebber in any Exchange Offer Document, Document or any release or written communication, is subject to PaineWebber's prior approval. If PaineWebber resigns prior to the dissemination of any Exchange Offer Document or any release or communication, no reference shall be made therein to PaineWebber. 2.

Exchange Offer Materials. Prior (a) On or prior to the date of the commencement of the Exchange Offers, Offer the Company agrees to furnish PaineWebber, at the Company's expense, with as many copies as PaineWebber may reasonably request of (i) each of the documents that is will have prepared and filed with the Securities and Exchange Commission (the "“Commission"”), including each registration statement, preliminary and final prospectus filed in accordance with the Commission (such final prospectus included in such registration statement provisions of the Securities Act of 1933, as amended at the time it becomes effective is herein called the "Prospectus," except thatamended, if the prospectus first filed by the Company pursuant to Rule 424(b) of and the rules and regulations of the Commission shall differ from thereunder (collectively, the Prospectus“Securities Act”), a registration statement on Form S-4, including a prospectus, relating to the Exchange Offer, the New Securities and the Underlying Securities (such registration statement, as initially filed, including all documents incorporated therein by reference, the “Original Registration Statement”). Except where the context otherwise requires, as used herein, the term "Prospectus" shall also include “Registration Statement” refers to the prospectus first Original Registration Statement, as amended (if applicable), when it becomes effective, including the exhibits thereto and all documents filed as a part thereof or incorporated by reference therein; provided that if the Company files a registration statement with the Commission pursuant to Rule 424(b)462(b) under the Securities Act (the “Rule 462(b) Registration Statement”) after the Original Registration Statement, as amended (if applicable), that becomes effective, then after any such filing, all references to “Registration Statement” shall be deemed to include the Rule 462(b) Registration Statement. Any preliminary prospectus included in connection with the Exchange Offers, Original Registration Statement or in any amendment thereto prior to the effectiveness of the Registration Statement (ii) each offering circular, sales memorandum, term sheet, proposed agreement, invitation excluding the last amendment thereto prior to negotiate, private placement memorandum, solicitation statement, disclosure documenteffectiveness), or other explanatory statement, or other report, filing, document, release or communication mailed, delivered, published, or filed by or on behalf of the Company in connection with the Exchange Offers, (iii) each document required to be any preliminary prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act, in each case, including all documents incorporated therein by reference, is referred to herein as a “Preliminary Prospectus.” The final prospectus, in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, including all documents incorporated by reference, is herein called the “Prospectus.” On the date of commencement of the Exchange Offer (the “Commencement Date”), the Company will prepare and file with the Commission, in accordance with the provisions of the Securities Exchange Act of 1934, as amended (amended, and the "Exchange Act"), pertaining to the Company during the term of this Agreement rules and (iv) each appendix, attachment, modification, amendment or supplement to any regulations of the foregoing and all related documents, including but not limited to each related letter of transmittal Commission thereunder (each of (i), (ii), (iii) and (iv), an "Exchange Offer Document" and, collectively, the "“Exchange Act”), a Statement on Schedule TO with respect to the Exchange Offer Documents"). At (the commencement of “Schedule TO”) pursuant to Rule 13e-4 under the Exchange Offers, the Company shall cause timely to be delivered to each registered holder of any Securities legally or contractually entitled thereto, each Exchange Offer Document and any other offering materials prepared expressly for use by holders of Securities tendering, voting, or otherwise participating Act. Any reference in the Exchange Offers, together with a return envelope. Thereafter, to the extent practicable, until the expiration of the Exchange Offers, the Company shall use its best efforts to cause copies of such materials and a return envelope to be mailed to each person who becomes a holder of any Securities. The Company agrees that, at a reasonable time prior to using any material in connection with the Exchange Offers or filing any such material with the Commission or any other federal or state agency, commission or instrumentality, the Company will submit copies of such material to PaineWebber and will consult with PaineWebber and give reasonable consideration to its comments, if any, with respect thereto. In connection with the Exchange Offers, if the Company (a) uses or permits the use of, or files with the Commission or any other governmental or regulatory agency, authority or instrumentality, any Exchange Offer Document that this Agreement (i) has not been submitted to PaineWebber on a timely basis for PaineWebber's comments financial statements and schedules and other information “contained,” “included” or “stated” in the Registration Statement, any Preliminary Prospectus, the Prospectus or the Schedule TO (iior other references of like import) has been so submitted refers to and with respect to which PaineWebber reasonably objects includes all such financial statements and schedules and other information that is incorporated by reference in or (b) shall have breached any of its representations, warranties, agreements, or covenants herein, then PaineWebber shall be entitled to withdraw as a dealer manager in connection with the Exchange Offers, without any liability or penalty to PaineWebber or any other Indemnified Person (as defined in paragraph 6 hereof) for such withdrawal and without loss of any right to indemnification or contribution provided in this Agreement or to the payment of all fees and expenses payable hereunder that have accrued to the date of such withdrawal. In the event of any such withdrawal, for the purpose of determining the fees payable to PaineWebber pursuant to this Agreement, PaineWebber shall remain entitled to receive the payment of all fees and expenses payable under this Agreement that have accrued to the date of any such withdrawal. The Company recognizes and confirms that, in connection with the Exchange Offers, PaineWebber will be using and relying upon (i) information (both written and oral), documents (including the Exchange Offer Documents) and data furnished otherwise deemed by the Company Securities Act to PaineWebberbe a part of or included in the Registration Statement, such Preliminary Prospectus, the Prospectus or the Schedule TO, as the case may be, and (ii) information available from filings made to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus, the Prospectus or the Schedule TO refers to and includes any documents filed after such date under the Exchange Act, that are incorporated by reference therein or otherwise deemed by the Company pursuant to Securities Act or the Exchange Act which have been approved for Act, as applicable, to be a part of or included in the Registration Statement, such use by Preliminary Prospectus, the Company (collectively Prospectus or the "Information"). The Company further recognizes that PaineWebber does not assume responsibility for Schedule TO, as the accuracy or completeness of the Information and will not undertake to independently verify its accuracy or completeness. The Company agrees that any reference to PaineWebber or any affiliate of PaineWebber in any Exchange Offer Document, or any release or written communication, is subject to PaineWebber's prior approval. If PaineWebber resigns prior to the dissemination of any Exchange Offer Document or any release or communication, no reference shall be made therein to PaineWebber. 2case may be.

Exchange Offer Materials. Prior to the commencement of the Exchange Offers, the (a) The Company agrees to furnish PaineWebber, at the Company's expense, with as many copies as PaineWebber may reasonably request of (i) each of the documents that is has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-4 (File No. 333-30826) under the Securities Act of 1933, as amended (the "Securities Act"), including each in respect of the Exchange Shares and such registration statement and any post-effective amendment thereto has been declared effective by the Commission. The various parts of such registration statement, preliminary including all exhibits thereto and final including the documents incorporated by reference into the prospectus filed with contained in the Commission (such final prospectus included in such registration statement at the time such part of the registration statement became effective, each as amended at the time such part of the registration became effective, are hereinafter called the "Registration Statement"; and the final prospectus, in the form included in the Registration Statement at the time it becomes effective became effective, is herein hereinafter called the "Prospectus," except that, if "; any reference herein to the prospectus first filed Prospectus shall be deemed to refer to and include the documents incorporated by the Company reference therein pursuant to Rule 424(b) Item 15 of Form S-4 under the Securities Act, as of the rules and regulations date of the Commission shall differ from the Prospectus, as the term "Prospectus" case may be; and any reference to any amendment or supplement to the Prospectus shall also be deemed to refer to and include any documents filed after the prospectus first filed pursuant to Rule 424(b)), in connection with the Exchange Offers, (ii) each offering circular, sales memorandum, term sheet, proposed agreement, invitation to negotiate, private placement memorandum, solicitation statement, disclosure document, or other explanatory statement, or other report, filing, document, release or communication mailed, delivered, published, or filed by or on behalf date of the Company in connection with the Exchange Offers, (iii) each document required to be filed with the Commission pursuant to the provisions of Prospectus under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pertaining as of the date of such amendment or supplement, as the case may be, and incorporated by reference into the Prospectus. (b) The Company agrees that not later than the Commencement Date (as defined herein) it will file with the Commission under the Exchange Act and the rules and regulations promulgated thereunder a Statement on Schedule TO with respect to the Exchange Offer (including the exhibits thereto and any documents incorporated by reference therein, and as amended from time to time, the "Schedule TO"). (c) Subject to the matters discussed in the Company's letter to the Commission in connection with the Exchange Offer dated , 2000, with respect to the jurisdictions set forth on Annex A (the "Foreign Jurisdictions"), the Company during either is relying on a private placement or other similar exemption or exception under the term of this Agreement and (iv) each appendix, attachment, modification, amendment or supplement to any securities laws of the foregoing applicable Foreign Jurisdiction or has filed, or agrees that it will file, with the applicable regulatory agencies for the Foreign Jurisdictions all materials and information in connection with the Exchange Offer as required to be filed by such jurisdictions and, in each case, in a manner consistent in all material respects with the Company's letter to the Commission in connection with the Exchange Offer dated , 2000. (d) The Prospectus and the related documentsletter from the Company to brokers, including but not limited securities dealers, commercial banks, trust companies and other nominees, letter to each beneficial owners of the Shares, letter of transmittal to be used by holders tendering Shares pursuant to the Exchange Offer and the related instructions to the letter of transmittal (each together, the "Letter of (iTransmittal"), notice of guaranteed delivery, and any newspaper announcements, press releases and other offering materials and information (ii)including the materials and filings used in connection with paragraph (c) above) as the Company may use or prepare, (iii) and (iv)approve or authorize for use in connection with the Exchange Offer, an "Exchange Offer Document" andincluding the Schedule TO, collectivelyeach as amended or supplemented from time to time, are herein collectively referred to as the "Exchange Offer DocumentsMaterials"). At . (e) The Company agrees to furnish or cause to be furnished to you as many copies as you may reasonably request upon reasonable notice to the commencement Company of the Exchange Offers, the Company shall cause timely Offer Materials to be delivered furnished to each registered holder of any Securities legally or contractually entitled thereto, each Exchange Offer Document and any other offering materials prepared expressly for use by holders of Securities tendering, voting, or otherwise participating in the Exchange Offers, together with a return envelope. Thereafter, to the extent practicable, until the expiration of the Exchange Offers, the Company shall use its best efforts to cause copies of such materials and a return envelope to be mailed to each person who becomes a holder of any Securitiessecurity holders. The Company agrees that, at a reasonable time prior to using any material in connection with the Exchange Offers using, or filing any such material with the Commission or with any other federal governmental or state agencyregulatory agency (each, commission or instrumentalityan "Other Agency"), any of the Company Exchange Offer Materials, it will submit furnish to you copies of such material to PaineWebber and will consult with PaineWebber and give reasonable consideration to its your and your counsel's comments, if any, with respect thereto. In connection with the Exchange Offers, if the Company (a) uses or permits the use of, or files with the Commission or any other governmental or regulatory agency, authority or instrumentality, any Exchange Offer Document that (i) has not been submitted to PaineWebber on a timely basis for PaineWebber's comments or (ii) has been so submitted and with respect to which PaineWebber reasonably objects or (b) shall have breached any of its representations, warranties, agreements, or covenants herein, then PaineWebber shall be entitled to withdraw as a dealer manager in connection with the Exchange Offers, without any liability or penalty to PaineWebber or any other Indemnified Person (as defined in paragraph 6 hereof) for such withdrawal and without loss of any right to indemnification or contribution provided in this Agreement or to the payment of all fees and expenses payable hereunder that have accrued to the date of such withdrawal. In the event of any such withdrawal, for the purpose of determining the fees payable to PaineWebber pursuant to this Agreement, PaineWebber shall remain entitled to receive the payment of all fees and expenses payable under this Agreement that have accrued to the date of any such withdrawal. The Company recognizes and confirms that, in connection with the Exchange Offers, PaineWebber will be using and relying upon (i) information (both written and oral), documents (including the Exchange Offer Documents) and data furnished by the Company to PaineWebber, and (ii) information available from filings made by the Company pursuant to the Exchange Act which have been approved for such use by the Company (collectively the "Information"). The Company further recognizes that PaineWebber does not assume responsibility for the accuracy or completeness of the Information and will not undertake to independently verify its accuracy or completeness. The Company agrees that any reference to PaineWebber or any affiliate of PaineWebber in any Exchange Offer Document, or any release or written communication, is subject to PaineWebber's prior approval. If PaineWebber resigns prior to the dissemination of any Exchange Offer Document or any release or communication, no reference shall be made therein to PaineWebber. 2thereon.