Common use of Public Offer Clause in Contracts

Public Offer. (i) Each Arranger represents and warrants to the Borrowers as follows: (A) On behalf of the Borrowers, it made on or before the 30th day after the date of the commitment letter for the Commitment under this Agreement invitations to become a Lender under this Agreement: (1) to at least ten parties, each of whom, as at the date the relevant invitation is made, the Arranger’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to the Borrowers; or (2) in an electronic form that is used by financial markets for dealing in debentures (as defined in section 128F(9) of the Australian Tax Act) or debt interests (as defined in sections 974-15 and 974-20 of the Australian Tax Act). (B) At least ten of the parties to whom the Arrangers have made or will make invitations referred to in clause (h)(i)(A) above are not, as at the date the invitations are made, to the knowledge of the relevant officers of the Arrangers involved in this Transaction, Associates of any of the others of those ten offerees or the Arrangers. (C) It has not made and will not make offers or invitations referred to in clause (h)(i)(A) above to parties whom its relevant officers involved in the transaction on a day to day basis are aware are Offshore Associates of the relevant Borrowers. (ii) Each Borrower confirms that none of the potential offerees whose names were disclosed to it by the Arrangers the date of this Agreement were known or suspected by it to be an Offshore Associate of that Borrower or an Associate of any such offeree. (iii) Each Lender represents and warrants to each Borrower that, if it received an invitation under clause (i)(A)(1) above, at the time it received the invitation it was carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets. (iv) Each Arranger and each Lender will provide to the Borrowers when reasonably requested by the Borrowers any factual information in its possession or which it is reasonably able to provide to assist the Borrowers to demonstrate (based upon tax advice received by the Borrowers) that section 128F of the Australian Tax Act has been satisfied where to do so will not in the Arranger’s or Lender’s reasonable opinion breach any law or regulation or any duty of confidence. (v) If, for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable on Loans (except to an Offshore Associate of a Borrower), then on request by an Arranger, Administrative Agent or a Borrower, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (A) where a Lender breached clause (i) or (iii) above, at the cost of that Lender; or (B) in all other cases, at the cost of the Borrowers.

Public Offer. (ia) Each The Left Lead Arranger represents and warrants to the Borrowers as follows: (Ai) On behalf of the BorrowersBorrower, it made on or before the 30th day after the date of the commitment letter for the Commitment under this Agreement Fifth Amendment Closing Date invitations to become a Lender under this Agreement: (1A) to at least ten parties, each of whom, as at the date the relevant invitation is made, the Left Lead Arranger’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to the Borrowers; or (2B) in an electronic form that is used by financial markets for dealing in debentures (as defined in section 128F(9) of the Australian Tax Act) or debt interests (as defined in sections 974-15 and 974-20 of the Australian Tax Act). (Bii) At least ten of the parties to whom the Arrangers have Left Lead Arranger has made or will make invitations referred to in clause (h)(i)(Aa)(i) above are not, as at the date the invitations are made, to the knowledge of the relevant officers of the Arrangers Left Lead Arranger involved in this Transaction, Associates of any of the others of those ten offerees or the ArrangersLeft Lead Arranger. (Ciii) It has not made and will not make offers or invitations referred to in clause (h)(i)(Aa)(i) above to parties whom its relevant officers involved in the transaction on a day to day basis are aware are Offshore Associates of the relevant BorrowersBorrower. (iib) Each The Borrower confirms that none of the potential offerees whose names were disclosed to it by the Arrangers Left Lead Arranger the date of this Agreement were known or suspected by it to be an Offshore Associate of that Borrower or an Associate of any such offeree. (iiic) Each Lender represents and warrants to each Borrower that, if it received an invitation under clause (i)(A)(1a)(i) above, at the time it received the invitation it was carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets. (ivd) Each The Left Lead Arranger and each Lender will provide to the Borrowers Borrower when reasonably requested by the Borrowers Borrower any factual information in its possession or which it is reasonably able to provide to assist the Borrowers Borrower to demonstrate (based upon tax advice received by the BorrowersBorrower) that section 128F of the Australian Tax Act has been satisfied where to do so will not in the Left Lead Arranger’s or Lender’s reasonable opinion breach any law or regulation or any duty of confidence. (ve) If, for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable on Loans (except to an Offshore Associate of a Borrower), then on request by an the Left Lead Arranger, Administrative Agent or a the Borrower, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (Ai) where a Lender the Left Lead Arranger has breached clause (i3.07(a) or (iiid), or a Lender clause 3.07(c) or (d) above, at the cost of that Lenderthe Left Lead Arranger or Lender (as the case may be); or (Bii) in all other cases, at the cost of the BorrowersBorrower.

Public Offer. (ia) (a) Each Joint Lead Arranger represents and warrants to the Borrowers as follows: that: (Ax) On behalf of the Borrowers, it has made or will make on or before the 30th day 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 the commitment letter for the Commitment under this Agreement invitations to become in a Lender under this Agreement: (1) to at least ten parties, each of whom, as at the date the relevant invitation is made, the Arranger’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to the Borrowers; or (2) in an electronic form that is used by financial markets for dealing in debentures (as defined in section 128F(9) of the Australian Tax Act) or debt interests (as defined in sections 974-15 and 974-20 of the Australian Tax Actway consistent with Section 2.22(a)(x). (Bb) At least ten 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 parties to whom the Arrangers have made or will make invitations referred to in clause (h)(i)(A) above are not, as at the date the invitations are made, to the knowledge of the relevant officers of the Arrangers involved in this Transaction, Associates of any of the others of those ten offerees or the ArrangersAustralian Borrower. (Cc) It has not made Each Lender that becomes a Lender as a result of an invitation under Section 2.22(a) represents and will not make offers or invitations referred warrants that except as disclosed to in clause (h)(i)(A) above to parties whom 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 aware are Offshore Associates of the relevant Borrowers. (ii) Each Borrower confirms that none of the potential offerees whose names were disclosed to it by the Arrangers the date of this Agreement were known or suspected by it to be actually aware, an Offshore Associate of that Borrower or an Associate of any such offereethe Australian Borrower. (iii) Each Lender represents and warrants to each Borrower that, if it received an invitation under clause (i)(A)(1) above, at the time it received the invitation it was carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets. (iv) Each Arranger and each Lender will provide to the Borrowers when reasonably requested by the Borrowers any factual information in its possession or which it is reasonably able to provide to assist the Borrowers to demonstrate (based upon tax advice received by the Borrowers) that section 128F of the Australian Tax Act has been satisfied where to do so will not in the Arranger’s or Lender’s reasonable opinion breach any law or regulation or any duty of confidence. (vd) If, for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable on Loans hereunder (except to an Offshore Associate of a an Australian Borrower), then on request by a Joint Lead Arranger or an Arranger, Administrative Agent or a Australian Borrower, each party hereto shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (Ai) where a Lender Joint Lead Arranger breached clause (iSection 2.22(a) or (iii) abovea Lender has breached Section 2.22(d), at the cost of that LenderJoint Lead Arranger or Lender (as the case may be); or (Bii) in all other cases, at the cost of the BorrowersAustralian 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. (i) Each Arranger represents and warrants to the Borrowers as follows: (A) On behalf of the Borrowers, it made on or before the 30th day after the date of the commitment letter for the Commitment under this Agreement invitations to become a Lender under this Agreement:: ​ (1) to at least ten parties, each of whom, as at the date the relevant invitation is made, the Arranger’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to the Borrowers; or (2) in an electronic form that is used by financial markets for dealing in debentures (as defined in section 128F(9) of the Australian Tax Act) or debt interests (as defined in sections 974-15 and 974-20 of the Australian Tax Act).. ​ ​ ​ (B) At least ten of the parties to whom the Arrangers have made or will make invitations referred to in clause (h)(i)(A) above are not, as at the date the invitations are made, to the knowledge of the relevant officers of the Arrangers involved in this Transaction, Associates of any of the others of those ten offerees or the Arrangers. (C) It has not made and will not make offers or invitations referred to in clause (h)(i)(A) above to parties whom its relevant officers involved in the transaction on a day to day basis are aware are Offshore Associates of the relevant Borrowers.. ​ (ii) Each Borrower confirms that none of the potential offerees whose names were disclosed to it by the Arrangers the date of this Agreement were known or suspected by it to be an Offshore Associate of that Borrower or an Associate of any such offeree.. ​ (iii) Each Lender represents and warrants to each Borrower that, if it received an invitation under clause (i)(A)(1) above, at the time it received the invitation it was carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets.. ​ (iv) Each Arranger and each Lender will provide to the Borrowers when reasonably requested by the Borrowers any factual information in its possession or which it is reasonably able to provide to assist the Borrowers to demonstrate (based upon tax advice received by the Borrowers) that section 128F of the Australian Tax Act has been satisfied where to do so will not in the Arranger’s or Lender’s reasonable opinion breach any law or regulation or any duty of confidence.. ​ (v) If, for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable on Loans (except to an Offshore Associate of a Borrower), then on request by an Arranger, Administrative Agent or a Borrower, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements:: ​ (A) where a Lender breached clause (i) or (iii) above, at the cost of that Lender; oror ​ (B) in all other cases, at the cost of the Borrowers.. ​

Public Offer. (ia) Each The Left Lead Arranger represents and warrants to the Borrowers as follows: (Ai) On behalf of the BorrowersBorrower, it made on or before the 30th day after the date of the commitment letter for the Commitment under this Agreement Second Amendment Closing Date invitations to become a Lender under this Agreement: : (1A) to at least ten parties, each of whom, as at the date the relevant invitation is made, the Left Lead Arranger’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to the Borrowers; or or (2B) in an electronic form that is used by financial markets for dealing in debentures (as defined in section 128F(9) of the Australian Tax Act) or debt interests (as defined in sections 974-15 and 974-20 of the Australian Tax Act). (Bii) At least ten of the parties to whom the Arrangers have Left Lead Arranger has made or will make invitations referred to in clause (h)(i)(Aa)(i) above are not, as at the date the invitations are made, to the knowledge of the relevant officers of the Arrangers Left Lead Arranger involved in this Transaction, Associates of any of the others of those ten offerees or the ArrangersLeft Lead Arranger. (Ciii) It has not made and will not make offers or invitations referred to in clause (h)(i)(Aa)(i) above to parties whom its relevant officers involved in the transaction on a day to day basis are aware are Offshore Associates of the relevant BorrowersBorrower. (iib) Each The Borrower confirms that none of the potential offerees whose names were disclosed to it by the Arrangers Left Lead Arranger the date of this Agreement were known or suspected by it to be an Offshore Associate of that Borrower or an Associate of any such offeree. (iiic) Each Lender represents and warrants to each Borrower that, if it received an invitation under clause (i)(A)(1a)(i) above, at the time it received the invitation it was carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets. (ivd) Each The Left Lead Arranger and each Lender will provide to the Borrowers Borrower when reasonably requested by the Borrowers Borrower any factual information in its possession or which it is reasonably able to provide to assist the Borrowers Borrower to demonstrate (based upon tax advice received by the BorrowersBorrower) that section 128F of the Australian Tax Act has been satisfied where to do so will not in the Left Lead Arranger’s or Lender’s reasonable opinion breach any law or regulation or any duty of confidence. (ve) If, for any reason, the requirements of section 128F of the Australian Tax Act have not been satisfied in relation to interest payable on Loans (except to an Offshore Associate of a Borrower), then on request by an the Left Lead Arranger, Administrative Agent or a the Borrower, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (Ai) where a Lender the Left Lead Arranger has breached clause (i3.07(a) or (iiid), or a Lender clause 3.07(c) or (d) above, at the cost of that Lenderthe Left Lead Arranger or Lender (as the case may be); or (Bii) in all other cases, at the cost of the BorrowersBorrower.