Common use of The Exchange Offer Material Clause in Contracts

The Exchange Offer Material. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4 (File No. 333-160508), including a prospectus, relating to the New Securities. The registration statement as amended at the time it becomes effective under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement.” The prospectus included in the Registration Statement on the Commencement Date, if the Registration Statement has not been then declared effective, is hereinafter referred to as the “Commencement Date Prospectus”; the prospectus included in the Registration Statement at the time it is declared effective is hereinafter referred to as the “Prospectus” ; and each of the Commencement Date Prospectus and the Prospectus, as amended from time-to-time, used to solicit tenders of Old Securities in exchange for New Securities, is hereinafter referred to as the “Applicable Prospectus”. (b) The Registration Statement, the Commencement Date Prospectus the Prospectus, the accompanying Letter of Transmittal (as the same may be amended, the “Letters of Transmittal”) and any other documents, materials or filings relating to the Exchange Offer to be used or made by the Company in connection with the Exchange Offer, including, but not limited to, any materials hereafter incorporated by reference therein, to be distributed to holders of the Old Securities, and in each case as amended or supplemented from time to time, are referred to herein collectively as the “Exchange Offer Material.” (c) The Company agrees to furnish the Dealer Managers, at its own expense, with as many copies as the Dealer Managers may reasonably request of the Exchange Offer Material and any amendments or supplements thereto. The Company agrees that, at a reasonable time prior to using or filing any Exchange Offer Material, the Company will furnish to the Dealer Managers a reasonable number of copies of such material and will give reasonable consideration to the Dealer Managers’ and their counsel’s comments, if any, thereon. (d) Prior to and during the period of the Exchange Offer, the Company shall inform the Dealer Managers promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Exchange Offer Material then being used or would affect the truth or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. (e) Each Dealer Manager hereby agrees that, without the prior consent of the Company (which consent the Company agrees will not be unreasonably withheld), such Dealer Manager will not hereafter publicly disseminate any written materials to holders of Old Securities for or in connection with the solicitation of tenders of Old Securities pursuant to the Exchange Offer, other than the Exchange Offer Material.

The Exchange Offer Material. (a) The Guarantor and the Company has have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4 (File No. 333-160508105356), including a prospectus, relating to the New Securities. The registration statement as amended at the time it becomes effective under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement.” The prospectus included in the Registration Statement on the Commencement Date, if the Registration Statement has not been then declared effective, is hereinafter referred to as the “Commencement Date Prospectus”; the exchange circular—prospectus included in the Registration Statement at the time it is declared effective is hereinafter referred to as the “Exchange Circular—Prospectus” ; and each of the Commencement Date Prospectus and the Prospectus, as amended from time-to-time, used to solicit tenders of Old Securities in exchange for New Securities, is hereinafter referred to as the “Applicable Prospectus.”. (b) The Registration Statement, Statement and the Commencement Date Prospectus the Exchange Circular—Prospectus, the accompanying Letter Letters of Transmittal (as the same may be amended, the “Letters of Transmittal”) ), the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, the Letter to Clients, the Notice of Guaranteed Delivery and any other documents, materials or filings relating to the Exchange Offer to be used or made by the Company in connection with the Exchange Offer, including, but not limited to, any materials hereafter incorporated by reference therein, to be distributed to holders of the Old Securities, and in each case as amended or supplemented from time to time, are referred to herein collectively as the “Exchange Offer Material.” (c) The Company agrees to furnish the Dealer Managers, at its own expense, with as many copies as the Dealer Managers they may reasonably request of the Exchange Offer Material and any amendments or supplements thereto. The Company agrees that, at a reasonable time prior to using or filing any Exchange Offer Material, the Company will furnish to the Dealer Managers a reasonable number of copies of such material and will give reasonable consideration to the Dealer Managers’ and their counsel’s comments, if any, thereon. (d) Prior to and during the period of the Exchange Offer, the Company shall inform the Dealer Managers promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Exchange Offer Material then being used or would affect the truth or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. (e) Each Dealer Manager hereby agrees that, without the prior consent of the Company (which consent the Company agrees will not be unreasonably withheld)Company, such Dealer Manager will not hereafter publicly disseminate any written materials to holders of Old Securities for or in connection with the solicitation of tenders of Old Securities pursuant to the Exchange Offer, other than the Exchange Offer Material.

The Exchange Offer Material. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-4 (File No. 333-160508333-_________), including a prospectus, relating to the New Securities. The registration statement as amended at the time it becomes effective under the Securities Act of 1933, as amended (the “"Securities Act”"), and including the materials incorporated by reference therein, is hereinafter referred to as the “"Registration Statement.” " The prospectus included in the Registration Statement on the Commencement Date, if the Registration Statement has not been then declared effective, is hereinafter referred to as the “Commencement Date Prospectus”; the prospectus included in the Registration Statement at the time it is declared effective is hereinafter referred to as the “"Prospectus” ; and each of the Commencement Date Prospectus and the Prospectus, as amended from time-to-time, used to solicit tenders of Old Securities in exchange for New Securities, is hereinafter referred to as the “Applicable Prospectus”." (b) On the Commencement Date, the Company will file with the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder a Tender Offer Statement on Schedule TO with respect to the Exchange Offer (including the exhibits thereto and any documents incorporated by reference therein, the "Schedule TO"). (c) The Registration Statement, the Commencement Date Prospectus Statement and the Prospectus, the accompanying Letter of Transmittal (as the same may be amended, the “Letters "Letter of Transmittal”) "), the Schedule TO and any other documents, materials or filings relating to the Exchange Offer to be used or made by the Company in connection with the Exchange Offer, including, but not limited to, any materials hereafter incorporated by reference therein, to be distributed to holders of the Old Securities, and in each case as amended or supplemented from time to time, are referred to herein collectively as the “"Exchange Offer Material.”" (cd) The Company agrees to furnish the Dealer Managersyou, at its own expense, with as many copies as the Dealer Managers you may reasonably request of the Exchange Offer Material and any amendments or supplements thereto. The Company agrees that, at a reasonable time prior to using or filing any Exchange Offer Material, the Company will furnish to the Dealer Managers you a reasonable number of copies of such material and will give reasonable consideration to the Dealer Managers’ your and their your counsel’s 's comments, if any, thereon. (de) Prior to and during the period of the Exchange Offer, the Company shall inform the Dealer Managers you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Exchange Offer Material then being used or would affect the truth or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. (ef) Each The Company hereby authorizes you to use the Exchange Offer Material in connection with the Exchange Offer. The Dealer Manager hereby agrees that, without the prior consent of the Company (which consent the Company agrees will not be unreasonably withheld), such the Dealer Manager will not hereafter publicly disseminate any written materials to holders of Old Securities for or in connection with the solicitation of tenders of Old Securities pursuant to the Exchange Offer, other than the Exchange Offer Material.

The Exchange Offer Material. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4 (File No. 333-160508333–159490), including a prospectus, relating to the New Securities. The registration statement as amended at the time it becomes was declared effective under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement.” The prospectus included in the Registration Statement on the Commencement Date, if the Registration Statement has not been then declared effective, is hereinafter referred to as the “Commencement Date Prospectus”; the prospectus included in the Registration Statement at the time it is was declared effective is hereinafter referred to as the “Prospectus” ; and each of the Commencement Date Prospectus and the Prospectus, as amended from time-to-time, used to solicit tenders of Old Securities in exchange for New Securities, is hereinafter referred to as the “Applicable Prospectus.”. (b) The Registration Statement, the Commencement Date Prospectus Statement and the Prospectus, the accompanying Letter of Transmittal (as the same may be amended, the “Letters Letter of Transmittal”) and any other documents, materials or filings relating to the Exchange Offer to be used or made by the Company in connection with the Exchange Offer, including, but not limited to, any materials hereafter incorporated by reference therein, to be distributed to holders of the Old Securities, and in each case as amended or supplemented from time to time, are referred to herein collectively as the “Exchange Offer Material.” (c) The Company agrees to furnish the Dealer Managers, at its own expense, with as many copies as the Dealer Managers through their Representative may reasonably request of the Exchange Offer Material and any amendments or supplements thereto. The Company agrees that, at a reasonable time prior to using or filing any Exchange Offer Material, the Company will furnish to the Dealer Managers a reasonable number of copies of such material and will give reasonable consideration to the Dealer Managers’ and their counsel’s comments, if any, thereon. (d) Prior to and during the period of the Exchange Offer, the Company shall inform the Dealer Managers through their Representative promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Exchange Offer Material then being used or would affect the truth or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. (e) Each Dealer Manager hereby agrees that, without the prior consent of the Company (which consent the Company agrees will not be unreasonably withheld), such Dealer Manager will not hereafter publicly disseminate any written materials to holders of Old Securities for or in connection with the solicitation of tenders of Old Securities pursuant to the Exchange Offer, other than the Exchange Offer Material.

The Exchange Offer Material. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4 S‑4 (File No. 333-160508333‑164546), including a prospectus, relating to the New Securities. The registration statement as amended at the time it becomes effective under the Securities Act of 1933, as amended (the “Securities Act”), ) is hereinafter referred to as the “Registration Statement.” The ”; the prospectus included in the Registration Statement on the Commencement Date, if the Registration Statement has not been then declared effective, is hereinafter referred to as the “Commencement Date Prospectus”; the prospectus included in the Registration Statement at the time it is declared effective is hereinafter referred to as the “Prospectus” ”; and each of the Commencement Date Prospectus and the Prospectus, as amended from time-to-time, used to solicit tenders of Old Securities in exchange for New Securities, is hereinafter referred to as the “Applicable Prospectus”. (b) The ; and the Registration Statement, the Commencement Date Prospectus Prospectus, the Prospectus, the Applicable Prospectus, the accompanying Letter of Transmittal (as the same may be amended, the “Letters of Transmittal”) and any other documents, materials or filings relating to the Exchange Offer to be used or made by the Company in connection with the Exchange Offer, including, but not limited to, any materials hereafter incorporated by reference therein, to be distributed to holders of the Old Securities, and in each case as amended or supplemented from time to time, are referred to herein collectively as the “Exchange Offer Material.” (cb) The Company agrees to furnish the Dealer ManagersManager, at its own the Company’s expense, with as many copies as the Dealer Managers Manager may reasonably request of the Exchange Offer Material and any amendments or supplements thereto. The Company agrees that, at a reasonable time prior to using or filing any Exchange Offer Material, the Company will (i) furnish to the Dealer Managers Manager a reasonable number of copies of such material and will material, (ii) give reasonable consideration to the Dealer Managers’ Manager’s and their its counsel’s comments, if any, thereonthereon and (iii) not file any Exchange Offer Material without the Dealer Manager’s prior approval, which shall not be unreasonably withheld. (dc) Prior to and during the period of the Exchange Offer, the Company shall inform the Dealer Managers Manager promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Exchange Offer Material then being used or would affect the truth or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. (ed) Each The Dealer Manager hereby agrees that, without the prior consent of the Company (which consent the Company agrees will not be unreasonably withheld), such the Dealer Manager will not hereafter publicly disseminate any written materials to holders of Old Securities for or in connection with the solicitation of tenders of Old Securities pursuant to the Exchange Offer, Offer other than the Exchange Offer Material. (e) The Dealer Manager is authorized to use copies of the Exchange Offer Material in accordance with the terms and conditions of this Agreement without assuming any responsibility for independent investigation or verification of the accuracy, completeness or fairness of the statements contained therein.

The Exchange Offer Material. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4 (File No. 333-160508[ ]), including a prospectus, relating to the New Securities. The registration statement as amended at the time it becomes effective effected under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement.” ”. The prospectus included in the Registration Statement on the Commencement Date, if the Registration Statement has not been then declared effective, is hereinafter referred to as the “Commencement Date Prospectus”; the prospectus included in the Registration Statement at the time it is declared deemed effective is hereinafter referred to as the “Prospectus”. As used herein, the terms “Registration Statement” ; and each “Prospectus” include all documents (including any Current Report on Form 8-K) filed pursuant to the Securities Exchange Act of the Commencement Date Prospectus and the Prospectus1934, as amended from time-to-time, used to solicit tenders of Old Securities in exchange for New Securities, is hereinafter referred to as (the “Applicable ProspectusExchange Act”), incorporated therein by reference, and shall include any documents (including any Current Report on Form 8-K) filed after the date of such Registration Statement or Prospectus and incorporated therein by reference from the date of filing of such incorporated documents (collectively, the “Incorporated Documents”). (b) On the Commencement Date, the Company will file with the Commission under the Exchange Act and the rules and regulations promulgated thereunder a Tender Offer Statement on Schedule TO with respect to the Exchange Offer (including the exhibits thereto and any documents incorporated by reference therein, the “Schedule TO”). (c) The Registration Statement, the Commencement Date Prospectus Statement and the Prospectus, the accompanying Letter of Transmittal (as the same may be amended, the “Letters Letter of Transmittal”) ), the Schedule TO and any other documents, materials or filings relating to the Exchange Offer to be used or made by the Company in connection with the Exchange Offer, including, but not limited to, any materials hereafter incorporated by reference therein, to be distributed to holders of the Old Securities, and in each case as amended or supplemented from time to time, are referred to herein collectively as the “Exchange Offer Material”.” (cd) The Company agrees to furnish the Dealer Managersyou, at its own expense, with as many copies as the Dealer Managers you may reasonably request of the Exchange Offer Material and any amendments or supplements thereto. The Company agrees that, at a reasonable time prior to using or filing any Exchange Offer Material, the Company will furnish to the Dealer Managers you a reasonable number of copies of such material and will give reasonable consideration to the Dealer Managers’ your and their your counsel’s comments, if any, thereon. (de) Prior to and during the period of the Exchange Offer, the Company shall inform the Dealer Managers you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Exchange Offer Material then being used or would affect the truth or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. (ef) Each The Company hereby authorizes you to use the Exchange Offer Material in connection with the Exchange Offer. The Dealer Manager hereby agrees that, without the prior consent of the Company (which consent the Company agrees will shall not be unreasonably withheld), such the Dealer Manager will not hereafter publicly disseminate any written materials to holders of Old Securities for or in connection with the solicitation of tenders of Old Securities pursuant to the Exchange Offer, other than the Exchange Offer Material.