Common use of Public Offer Clause in Contracts

Public Offer. (a) The Left Lead Arranger represents and warrants to the Borrowers as follows: (i) On behalf of the Borrower, it made on or before the 30th day after the Fifth Amendment Closing Date invitations to become a Lender under this Agreement: (A) 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 (B) 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). (ii) At least ten of the parties to whom the Left Lead Arranger has made or will make invitations referred to in clause (a)(i) above are not, as at the date the invitations are made, to the knowledge of the relevant officers of the Left Lead Arranger involved in this Transaction, Associates of any of the others of those ten offerees or the Left Lead Arranger. (iii) It has not made and will not make offers or invitations referred to in clause (a)(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 Borrower. (b) The Borrower confirms that none of the potential offerees whose names were disclosed to it by the 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. (c) Each Lender represents and warrants to each Borrower that, if it received an invitation under clause (a)(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. (d) The Left Lead Arranger and 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 Left Lead Arranger’s or Lender’s reasonable opinion breach any law or regulation or any duty of confidence. (e) 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 the Left Lead Arranger, Administrative Agent or the Borrower, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where the Left Lead Arranger has breached clause 3.07(a) or (d), or a Lender clause 3.07(c) or (d) above, at the cost of the Left Lead Arranger or Lender (as the case may be); or (ii) in all other cases, at the cost of the Borrower.

Public Offer. (ai) The Left Lead Each Arranger represents and warrants to the Borrowers as follows: (iA) On behalf of the BorrowerBorrowers, it made on or before the 30th day after the Fifth Amendment Closing Date date of the commitment letter for the Commitment under this Agreement invitations to become a Lender under this Agreement: (A1) 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 (B2) 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). (iiB) At least ten of the parties to whom the Left Lead Arranger has Arrangers have made or will make invitations referred to in clause (a)(ih)(i)(A) above are not, as at the date the invitations are made, to the knowledge of the relevant officers of the Left Lead Arranger Arrangers involved in this Transaction, Associates of any of the others of those ten offerees or the Left Lead ArrangerArrangers. (iiiC) It has not made and will not make offers or invitations referred to in clause (a)(ih)(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 Borrowerrelevant Borrowers. (bii) The Each Borrower confirms that none of the potential offerees whose names were disclosed to it by the Left Lead Arranger 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. (ciii) Each Lender represents and warrants to each Borrower that, if it received an invitation under clause (a)(ii)(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. (div) The Left Lead Each Arranger and each Lender will provide to the Borrower Borrowers when reasonably requested by the Borrower Borrowers any factual information in its possession or which it is reasonably able to provide to assist the Borrower Borrowers to demonstrate (based upon tax advice received by the BorrowerBorrowers) 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. (ev) 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 the Left Lead an Arranger, Administrative Agent or the a Borrower, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (iA) where the Left Lead Arranger has a Lender breached clause 3.07(a(i) or (d), or a Lender clause 3.07(c) or (diii) above, at the cost of the Left Lead Arranger or Lender (as the case may be)that Lender; or (iiB) in all other cases, at the cost of the BorrowerBorrowers.

Public Offer. (ai) The Left Lead Each Arranger represents and warrants to the Borrowers as follows: (iA) On behalf of the BorrowerBorrowers, it made on or before the 30th day after the Fifth Amendment Closing Date date of the commitment letter for the Commitment under this Agreement invitations to become a Lender under this Agreement:: ​ (A1) 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 (B2) 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).. ​ ​ ​ (iiB) At least ten of the parties to whom the Left Lead Arranger has Arrangers have made or will make invitations referred to in clause (a)(ih)(i)(A) above are not, as at the date the invitations are made, to the knowledge of the relevant officers of the Left Lead Arranger Arrangers involved in this Transaction, Associates of any of the others of those ten offerees or the Left Lead ArrangerArrangers. (iiiC) It has not made and will not make offers or invitations referred to in clause (a)(ih)(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 Borrower.relevant Borrowers. ​ (bii) The Each Borrower confirms that none of the potential offerees whose names were disclosed to it by the Left Lead Arranger 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.. ​ (ciii) Each Lender represents and warrants to each Borrower that, if it received an invitation under clause (a)(ii)(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.. ​ (div) The Left Lead Each Arranger and each Lender will provide to the Borrower Borrowers when reasonably requested by the Borrower Borrowers any factual information in its possession or which it is reasonably able to provide to assist the Borrower Borrowers to demonstrate (based upon tax advice received by the BorrowerBorrowers) 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.. ​ (ev) 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 the Left Lead an Arranger, Administrative Agent or the 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) where the Left Lead Arranger has breached clause 3.07(a) or (d), or a Lender clause 3.07(c) or (diii) above, at the cost of the Left Lead Arranger that Lender; or Lender (as the case may be); or​ (iiB) in all other cases, at the cost of the Borrower.Borrowers. ​

Public Offer. (a) The Left Lead Arranger represents and warrants to the Borrowers as follows: (i) On behalf of the Borrower, it made on or before the 30th day after the Fifth Second Amendment Closing Date invitations to become a Lender under this Agreement: : (A) 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 (B) 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). (ii) At least ten of the parties to whom the Left Lead Arranger has made or will make invitations referred to in clause (a)(i) above are not, as at the date the invitations are made, to the knowledge of the relevant officers of the Left Lead Arranger involved in this Transaction, Associates of any of the others of those ten offerees or the Left Lead Arranger. (iii) It has not made and will not make offers or invitations referred to in clause (a)(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 Borrower. (b) The Borrower confirms that none of the potential offerees whose names were disclosed to it by the 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. (c) Each Lender represents and warrants to each Borrower that, if it received an invitation under clause (a)(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. (d) The Left Lead Arranger and 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 Left Lead Arranger’s or Lender’s reasonable opinion breach any law or regulation or any duty of confidence. (e) 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 the Left Lead Arranger, Administrative Agent or the Borrower, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements: (i) where the Left Lead Arranger has breached clause 3.07(a) or (d), or a Lender clause 3.07(c) or (d) above, at the cost of the Left Lead Arranger or Lender (as the case may be); or (ii) in all other cases, at the cost of the Borrower.