Common use of Public Offer Clause in Contracts

Public Offer. (a) (a) Each Joint Lead Arranger represents and warrants that: (x) it has made or will make on or before the date of the first Advance, jointly with each other Joint Lead Arranger, on behalf of each Borrower invitations in a form agreed with the Australian Borrowers to become a “Lender” under this Agreement publicly in an electronic form on either the Bloomberg or Reuters screen: or (y) as dealer, manager, or underwriter, in relation to the placement of debt interests issued under this Agreement, will jointly with each other Joint Lead Arranger, make invitations to become a “Lender” under this Agreement within 30 days after the date of this Agreement in a way consistent with Section 2.22(a)(x). (b) Each Australian Borrower represents and warrants that it does not know, or have reasonable grounds to suspect, that an Offshore Associate of any Australian Borrower will become a “Lender” under this Agreement and agrees to notify the Joint Lead Arrangers immediately if any proposed substitute Lender disclosed to it is known or suspected by it to be an Offshore Associate of the Australian Borrower. (c) Each Lender that becomes a Lender as a result of an invitation under Section 2.22(a) represents and warrants that except as disclosed to the Australian Borrower and the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the transaction on a day to day basis are actually aware, an Offshore Associate of the Australian Borrower. (d) If, for any reason, the requirements of 128F of the Australian Tax Act have not been satisfied in relation to interest payable hereunder (except to an Offshore Associate of an Australian Borrower), then on request by a Joint Lead Arranger or an Australian Borrower, each party hereto shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where a Joint Lead Arranger breached Section 2.22(a) or a Lender has breached Section 2.22(d), at the cost of that Joint Lead Arranger or Lender (as the case may be); or (ii) in all other cases, at the cost of the Australian Borrower. (e) Each Joint Lead Arranger and each Lender undertakes that it will not directly or indirectly offer or sell any debt interest or distribute or circulate any offer document or other material in connection with this Agreement or any debt interest hereunder in any jurisdiction except under circumstances which would result in compliance with the laws and regulations of that jurisdiction. Notwithstanding any other provision of this Section 2.22, the guarantee, indemnity and other obligations of any Dutch Obligor expressed to be assumed in this Section 2.22 shall be deemed not to be assumed by such Dutch Obligor to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Dutch Obligors will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Public Offer. (a) (a) Each BofA Securities, in its capacity as the “lead left” Joint Lead Arranger of the Facilities, represents and warrants that: (x) it has made or will make on or before the date of the first Advance, jointly with each other Joint Lead Arranger, on behalf of each Borrower invitations in a form agreed with the Australian Borrowers to become a “Lender” under this Agreement publicly in an electronic form on either one of the Bloomberg ways contemplated in section 128F(3A)(a) or Reuters screen: (b) of the Income Tax Assessment Act 1936 (Cth): or (y) as dealer, manager, or underwriter, in relation to the placement of debt interests issued under this Agreement, will jointly with each other Joint Lead Arranger, make invitations to become a “Lender” under this Agreement Agreement, will jointly with each other Joint Lead Arranger, within 30 days after the date of this Agreement in a way consistent with Section 2.22(a)(x). (b) Each Australian Borrower represents and warrants that it does not know, or have reasonable grounds to suspect, that an Offshore Associate of any Australian Borrower will become a “Lender” under this Agreement and agrees to notify the Joint Lead Arrangers immediately if any proposed substitute Lender disclosed to it is known or suspected by it to be an Offshore Associate of the Australian Borrower. (c) Each Lender that becomes a Lender as a result of an invitation under Section 2.22(a) represents and warrants that except as disclosed to the Australian Borrower and the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the transaction on a day to day basis are actually aware, an Offshore Associate of the Australian Borrower. (d) If, for any reason, the requirements of 128F of the Australian Tax Act have not been satisfied in relation to interest payable hereunder (except to an Offshore Associate of an Australian Borrower), then on request by a Joint Lead Arranger or an Australian Borrower, each party hereto shall co-operate and take steps reasonably requested with a view to satisfying those requirements:: 109 Sealed Air – 4th A&R Syndicated Facility Agt (i) where a Joint Lead Arranger breached Section 2.22(a) or a Lender has breached Section 2.22(d), 2.22(c) at the cost of that Joint Lead Arranger or Lender (as the case may be); or (ii) in all other cases, at the cost of the Australian Borrower. (e) Each Joint Lead Arranger and each Lender undertakes that it will not directly or indirectly offer or sell any debt interest or distribute or circulate any offer document or other material in connection with this Agreement or any debt interest hereunder in any jurisdiction except under circumstances which would result in compliance with the laws and regulations of that jurisdiction. Notwithstanding any other provision of this Section 2.22, the guarantee, indemnity and other obligations of any Dutch Obligor the Euro Revolver Borrower expressed to be assumed in this Section 2.22 shall be deemed not to be assumed by such Dutch Obligor the Euro Revolver Borrower to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Dutch Obligors Euro Revolver Borrower will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Public Offer. (a) (a) Each BofA Securities, in its capacity as the “lead left” Joint Lead Arranger of the Facilities, represents and warrants that: (x) it has made or will make on or before the date of the first Advance, jointly with each other Joint Lead Arranger, on behalf of each Borrower invitations in a form agreed with the Australian Borrowers to become a “Lender” under this Agreement publicly in an electronic form on either one of the Bloomberg ways contemplated in section 128F(3A)(a) or Reuters screen: (b) of the Income Tax 103 Assessment Act 1936 (Cth): or (y) as dealer, manager, or underwriter, in relation to the placement of debt interests issued under this Agreement, will jointly with each other Joint Lead Arranger, make invitations to become a “Lender” under this Agreement Agreement, will jointly with each other Joint Lead Arranger, within 30 days after the date of this Agreement in a way consistent with Section 2.22(a)(x). (b) Each Australian Borrower represents and warrants that it does not know, or have reasonable grounds to suspect, that an Offshore Associate of any Australian Borrower will become a “Lender” under this Agreement and agrees to notify the Joint Lead Arrangers immediately if any proposed substitute Lender disclosed to it is known or suspected by it to be an Offshore Associate of the Australian Borrower. (c) Each Lender that becomes a Lender as a result of an invitation under Section 2.22(a) represents and warrants that except as disclosed to the Australian Borrower and the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the transaction on a day to day basis are actually aware, an Offshore Associate of the Australian Borrower. (d) If, for any reason, the requirements of 128F of the Australian Tax Act have not been satisfied in relation to interest payable hereunder (except to an Offshore Associate of an Australian Borrower), then on request by a Joint Lead Arranger or an Australian Borrower, each party hereto shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where a Joint Lead Arranger breached Section 2.22(a) or a Lender has breached Section 2.22(d), 2.22(c) at the cost of that Joint Lead Arranger or Lender (as the case may be); or (ii) in all other cases, at the cost of the Australian Borrower. (e) Each Joint Lead Arranger and each Lender undertakes that it will not directly or indirectly offer or sell any debt interest or distribute or circulate any offer document or other material in connection with this Agreement or any debt interest hereunder in any jurisdiction except under circumstances which would result in compliance with the laws and regulations of that jurisdiction. Notwithstanding any other provision of this Section 2.22, the guarantee, indemnity and other obligations of any Dutch Obligor the Euro Revolver Borrower expressed to be assumed in this Section 2.22 shall be deemed not to be assumed by such Dutch Obligor the Euro Revolver Borrower to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Dutch Obligors Euro Revolver Borrower will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Public Offer. (a) (a) Each BofA Securities, in its capacity as the “lead left” Joint Lead Arranger of the Facilities, represents and warrants that: (x) it has made or will make on or before the date of the first Advance, jointly with each other Joint Lead Arranger, on behalf of each Borrower invitations in a form agreed with the Australian Borrowers to become a “Lender” AMERICAS/2024254939.6 106 Sealed Air – 4th A&R Syndicated Facility Agt under this Agreement publicly in an electronic form on either one of the Bloomberg ways contemplated in section 128F(3A)(a) or Reuters screen: (b) of the Income Tax Assessment Act 1936 (Cth): or (y) as dealer, manager, or underwriter, in relation to the placement of debt interests issued under this Agreement, will jointly with each other Joint Lead Arranger, make invitations to become a “Lender” under this Agreement Agreement, will jointly with each other Joint Lead Arranger, within 30 days after the date of this Agreement in a way consistent with Section 2.22(a)(x). (b) Each Australian Borrower represents and warrants that it does not know, or have reasonable grounds to suspect, that an Offshore Associate of any Australian Borrower will become a “Lender” under this Agreement and agrees to notify the Joint Lead Arrangers immediately if any proposed substitute Lender disclosed to it is known or suspected by it to be an Offshore Associate of the Australian Borrower. (c) Each Lender that becomes a Lender as a result of an invitation under Section 2.22(a) represents and warrants that except as disclosed to the Australian Borrower and the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the transaction on a day to day basis are actually aware, an Offshore Associate of the Australian Borrower. (d) If, for any reason, the requirements of 128F of the Australian Tax Act have not been satisfied in relation to interest payable hereunder (except to an Offshore Associate of an Australian Borrower), then on request by a Joint Lead Arranger or an Australian Borrower, each party hereto shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where a Joint Lead Arranger breached Section 2.22(a) or a Lender has breached Section 2.22(d), 2.22(c) at the cost of that Joint Lead Arranger or Lender (as the case may be); or (ii) in all other cases, at the cost of the Australian Borrower. (e) Each Joint Lead Arranger and each Lender undertakes that it will not directly or indirectly offer or sell any debt interest or distribute or circulate any offer document or other material in connection with this Agreement or any debt interest hereunder in any jurisdiction except under circumstances which would result in compliance with the laws and regulations of that jurisdiction. Notwithstanding any other provision of this Section 2.22, the guarantee, indemnity and other obligations of any Dutch Obligor the Euro Revolver Borrower expressed to be assumed in this Section 2.22 shall be deemed not to be assumed by such Dutch Obligor the Euro Revolver Borrower to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Dutch Obligors Euro Revolver Borrower will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.. AMERICAS/2024254939.6 107 Sealed Air – 4th A&R Syndicated Facility Agt

Public Offer. (a) (a) Each Joint Lead Arranger The Borrower represents and warrants that: (x) it has made or will make on or before the date of the first Advance, jointly with each other Joint Lead Arranger, on behalf of each Borrower invitations in a form agreed with the Australian Borrowers to become a “Lender” under this Agreement publicly in an electronic form on either the Bloomberg or Reuters screen: or (y) as dealer, manager, or underwriter, in relation to the placement of debt interests issued under this Agreement, will jointly with each other Joint Lead Arranger, make acknowledges that invitations to become a “Lender” Lender under this Agreement within 30 days after have been made on its behalf prior to the date of this Agreement to at least ten parties, each of whom, as at the date the relevant invitation was made, the Borrower’s relevant officers involved in the transaction on a way consistent with Section 2.22(a)(x)day-to-day basis believed carried on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets. (b) Each Australian The Borrower represents and warrants confirms that it does not know, or have reasonable grounds to suspect, that an Offshore Associate none of any Australian Borrower will become a “Lender” the parties under this Agreement and agrees to notify the Joint Lead Arrangers immediately if any proposed substitute Lender disclosed to it is Section 3.09(a) were known or suspected by it to be an Offshore Associate of the Australian Borrowerit or an Associate of any other such offeree. (c) Each Lender that becomes which became a Lender under this Agreement as a result of accepting an invitation under Section 2.22(a3.09(a) represents and warrants that except as disclosed to the Australian Borrower that it was at the time it received the invitation, carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets, and the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the transaction on a day to day basis are actually aware, its participation under this Agreement did not know or suspect that it was an Offshore Associate of the Australian BorrowerBorrower at the time it received the invitation or at the time of advancing its participation in the Loans. (d) Each Lender will provide to the Borrower when reasonably requested by the Borrower any factual information in its possession or which it is reasonably able to provide to assist the Borrower to demonstrate (based upon tax advice received by the Borrower) that Section 128F of the Australian Tax Act has been satisfied, where to do so will not in the Lender’s reasonable opinion breach any law or regulation or any duty of confidence. The Borrower will reimburse the Lenders for any reasonable costs incurred in complying with this Section 3.09(d). (e) If, for any reason, the requirements of Section 128F of the Australian Tax Act have not been satisfied in relation to interest payable hereunder on Loans (except to an Offshore Associate of an Australian the Borrower), then on upon request by a Joint the Administrative Agent, the Lead Arranger or an Australian the Borrower, each party hereto Secured Party shall co-operate cooperate and take steps reasonably requested with a view to satisfying those requirements: (i) where a Joint Lead Arranger Secured Party breached Section 2.22(a) or a Lender has breached Section 2.22(d3.09(c), at the cost of that Joint Lead Arranger or Lender (as the case may be)Secured Party; or (ii) in all other cases, at the cost of the Australian Borrower. (e) Each Joint Lead Arranger and each Lender undertakes that it will not directly or indirectly offer or sell any debt interest or distribute or circulate any offer document or other material in connection with this Agreement or any debt interest hereunder in any jurisdiction except under circumstances which would result in compliance with the laws and regulations of that jurisdiction. Notwithstanding any other provision of this Section 2.22, the guarantee, indemnity and other obligations of any Dutch Obligor expressed to be assumed in this Section 2.22 shall be deemed not to be assumed by such Dutch Obligor to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Dutch Obligors will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Public Offer. (a) (a) Each Joint Lead Arranger represents and warrants that: (xi) it has made or will make on or before the date of the first Advancewill, jointly with each other Joint Lead Arranger, on behalf of each Borrower invitations in a form agreed with the Australian Borrowers to become a “Lender” under this Agreement publicly in an electronic form on either the Bloomberg or Reuters screen: or (y) as dealer, manager, or underwriter, in relation to the placement of debt interests issued under this Agreement, will jointly with each other Joint Lead Arranger, Borrower make invitations to become a “Lender” under this Agreement within 30 days after the date of this Agreement agreement publically in a way consistent with Section 2.22(a)(xan electronic form on either (a) (i). (b) Each Australian Borrower represents and warrants that it does not know, or have reasonable grounds to suspect, that an Offshore Associate of any Australian Borrower will become a “Lender” under this Agreement agreement and agrees to notify the Joint Lead Arrangers Arranger immediately if any proposed substitute Lender disclosed to it is known or suspected by it to be an Offshore Associate of the Australian Borrower. (c) Each Lender that becomes became a Lender as a result of an invitation under Section 2.22(aClause 5.05(a) represents and warrants that (i) an invitation to become “Lender” was made to it by the Joint Lead Arrangers under clause 5.05(a); and (ii) except as disclosed to the Australian Borrower and the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the transaction on a day to day basis are actually aware, an Offshore Associate of the Australian Borrower. (d) IfNotwithstanding Section 5.04 (other than with respect to Section 5.04.3(b)) and any other Section in this Agreement, for all payments made by an Australian Borrower under any reasonCredit Document will be made free and clear of, the requirements of 128F of and without any Tax Deduction; provided that if the Australian Borrower is required to make a Tax Act have not been satisfied in relation to interest payable hereunder (except to an Offshore Associate of an Australian Borrower)Deduction from such payments, then on request by a Joint Lead Arranger or an Australian Borrower, each party hereto shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where a Joint Lead Arranger breached Section 2.22(a) the amount of the payment due from that Australian Borrower (or a Lender has breached Section 2.22(d)its applicable Obligor, at the cost of that Joint Lead Arranger or Lender (as the case may be); or ) shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no such Tax Deduction had been required, (ii) in all other cases, at the cost of the Australian Borrower. Borrower shall make such Tax Deduction and (eiii) Each Joint Lead Arranger and each Lender undertakes the Australian Borrower shall pay the full amount of such Tax Deduction to the relevant Governmental Authority in accordance with applicable law. The Australian Borrower (or its applicable Obligor) shall (within five Business Days of demand by the Administrative Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that it Protected Party determines will not be or has been (directly or indirectly offer indirectly) suffered for or sell any debt interest or distribute or circulate any offer document or other material on account of Tax by that Protected Party in connection with this Agreement or any debt interest hereunder in any jurisdiction except under circumstances which would result in compliance with the laws and regulations of that jurisdiction. Notwithstanding any other provision of this Section 2.22, the guarantee, indemnity and other obligations respect of any Dutch Obligor expressed payment made or required to be assumed in this Section 2.22 shall be deemed not to be assumed made by such Dutch Obligor to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c Dutch Civil Code or any other applicable financial assistance rules an Australian Borrower under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Dutch Obligors will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionCredit Document.

Public Offer. (a) (a) Each Joint Lead Arranger represents and warrants that: (x) it has made or will make on or before the date of the first Advance, jointly with each other Joint Lead Arranger, on behalf of each Borrower invitations in a form agreed with the Australian Borrowers to become a “Lender” under this Agreement publicly in an electronic form on either the Bloomberg or Reuters screen: or (y) as dealer, manager, or underwriter, in relation to the placement of debt interests issued under this Agreement, will jointly with each other Joint Lead Arranger, make invitations to become a “Lender” under this Agreement within 30 days after the date of this Agreement in a way consistent with Section 2.22(a)(x). (b) Each Australian Borrower represents and warrants that it does not know, or have reasonable grounds to suspect, that an Offshore Associate of any Australian Borrower will become a “Lender” under this Agreement and agrees to notify the Joint Lead Arrangers immediately if any proposed substitute Lender disclosed to it is known or suspected by it to be an Offshore Associate of the Australian Borrower. (c) Each Lender that becomes a Lender as a result of an invitation under Section 2.22(a) represents and warrants that except as disclosed to the Australian Borrower and the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the transaction on a day to day basis are actually aware, an Offshore Associate of the Australian Borrower. (d) If, for any reason, the requirements of 128F of the Australian Tax Act have not been satisfied in relation to interest payable hereunder (except to an Offshore Associate of an Australian Borrower), then on request by a Joint Lead Arranger or an Australian Borrower, each party hereto shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where a Joint Lead Arranger breached Section 2.22(a) or a Lender has breached Section 2.22(d), at the cost of that Joint Lead Arranger or Lender (as the case may be); or (ii) in all other cases, at the cost of the Australian Borrower. (e) Each Joint Lead Arranger and each Lender undertakes that it will not directly or indirectly offer or sell any debt interest or distribute or circulate any offer document or other material in connection with this Agreement or any debt interest hereunder in any jurisdiction except under circumstances which would result in compliance with the laws and regulations of that jurisdiction. Notwithstanding any other provision of this Section 2.22, the guarantee, indemnity and other obligations of any Dutch Obligor obligor expressed to be assumed in this Section 2.22 shall be deemed not to be assumed by such Dutch Obligor obligor to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:207c or 2:98c Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Dutch Obligors obligors will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Public Offer. (a) (a) Each BofA Securities, in its capacity as the “lead left” Joint Lead Arranger of the Facilities, represents and warrants that: (x) it has made or will make on or before the date of the first Advance, jointly with each other Joint Lead Arranger, on behalf of each Borrower invitations in a form agreed with the Australian Borrowers to become a “Lender” under this Agreement publicly in an electronic form on either one of the Bloomberg ways contemplated in section 128F(3A)(a) or Reuters screen: (b) of the Income Tax Assessment Act 1936 (Cth): or (y) as dealer, manager, or underwriter, in relation to the placement of debt interests issued under this Agreement, will jointly with each other Joint Lead Arranger, make invitations to become a “Lender” under this Agreement Agreement, will jointly with each other Joint Lead Arranger, within 30 days after the date of this Agreement in a way consistent with Section 2.22(a)(x). (b) Each Australian Borrower represents and warrants that it does not know, or have reasonable grounds to suspect, that an Offshore Associate of any Australian Borrower will become a “Lender” under this Agreement and agrees to notify the Joint Lead Arrangers immediately if any proposed substitute Lender disclosed to it is known or suspected by it to be an Offshore Associate of the Australian Borrower. (c) Each Lender that becomes a Lender as a result of an invitation under Section 2.22(a) represents and warrants that except as disclosed to the Australian Borrower and the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the transaction on a day to day basis are actually aware, an Offshore Associate of the Australian Borrower. (d) If, for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable hereunder (except to an Offshore Associate of an Australian Borrower), then on request by a Joint Lead Arranger or an Australian Borrower, each party hereto shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where a Joint Lead Arranger breached Section 2.22(a) or a Lender has breached Section 2.22(d), 2.22(c) at the cost of that Joint Lead Arranger or Lender (as the case may be); or (ii) in all other cases, at the cost of the Australian Borrower. (e) Each Joint Lead Arranger and each Lender undertakes that it will not directly or indirectly offer or sell any debt interest or distribute or circulate any offer document or other material in connection with this Agreement or any debt interest hereunder in any jurisdiction except under circumstances which would result in compliance with the laws and regulations of that jurisdiction. Notwithstanding any other provision of this Section 2.22, the guarantee, indemnity and other obligations of any Dutch Obligor the Euro Revolver Borrower expressed to be assumed in this Section 2.22 shall be deemed not to be assumed by such Dutch Obligor the Euro Revolver Borrower to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Dutch Obligors Euro Revolver Borrower will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Public Offer. (a) (a) Each Joint Lead Arranger represents and warrants that: (xi) it has made or will make on or before the date of the first Advancewill, jointly with each other Joint Lead Arranger, on behalf of each Borrower invitations in a form agreed with the Australian Borrowers Borrower make invitations to become a “Lender” under this Agreement publicly agreement publically in an electronic form on either the Bloomberg or Reuters screen: ; or (yii) as dealer, manager, or underwriter, in relation to the placement of debt interests issued under this Agreementagreement, will will, jointly with each other Joint Lead Arranger, make invitations to become a “Lender” under this Agreement agreement within 30 days after the date of this Agreement agreement in a way consistent with Section 2.22(a)(x5.05 (a) (i). (b) Each Australian Borrower represents and warrants that it does not know, or have reasonable grounds to suspect, that an Offshore Associate of any Australian Borrower will become a “Lender” under this Agreement agreement and agrees to notify the Joint Lead Arrangers Arranger immediately if any proposed substitute Lender disclosed to it is known or suspected by it to be an Offshore Associate of the Australian Borrower. (c) Each Lender that becomes became a Lender as a result of an invitation under Section 2.22(aClause 5.05(a) represents and warrants that (i) an invitation to become “Lender” was made to it by the Joint Lead Arrangers under clause 5.05(a); and (ii) except as disclosed to the Australian Borrower and the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the transaction on a day to day basis are actually aware, an Offshore Associate of the Australian Borrower. (d) IfNotwithstanding Section 5.04 (other than with respect to Section 5.04.3(b)) and any other Section in this Agreement, for all payments made by an Australian Borrower under any reasonCredit Document will be made free and clear of, the requirements of 128F of and without any Tax Deduction; provided that if the Australian Borrower is required to make a Tax Act have not been satisfied in relation to interest payable hereunder (except to an Offshore Associate of an Australian Borrower)Deduction from such payments, then on request by a Joint Lead Arranger or an Australian Borrower, each party hereto shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where a Joint Lead Arranger breached Section 2.22(a) the amount of the payment due from that Australian Borrower (or a Lender has breached Section 2.22(d)its applicable Obligor, at the cost of that Joint Lead Arranger or Lender (as the case may be); or ) shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no such Tax Deduction had been required, (ii) in all other cases, at the cost of the Australian Borrower. Borrower shall make such Tax Deduction and (eiii) Each Joint Lead Arranger and each Lender undertakes the Australian Borrower shall pay the full amount of such Tax Deduction to the relevant Governmental Authority in accordance with applicable law. The Australian Borrower (or its applicable Obligor) shall (within five Business Days of demand by the Administrative Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that it Protected Party determines will not be or has been (directly or indirectly offer indirectly) suffered for or sell any debt interest or distribute or circulate any offer document or other material on account of Tax by that Protected Party in connection with this Agreement or any debt interest hereunder in any jurisdiction except under circumstances which would result in compliance with the laws and regulations of that jurisdiction. Notwithstanding any other provision of this Section 2.22, the guarantee, indemnity and other obligations respect of any Dutch Obligor expressed payment made or required to be assumed in this Section 2.22 shall be deemed not to be assumed made by such Dutch Obligor to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c Dutch Civil Code or any other applicable financial assistance rules an Australian Borrower under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Dutch Obligors will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionCredit Document.