Common use of The Exchange Offer Materials Clause in Contracts

The Exchange Offer Materials. The Company agrees to furnish you, without charge, with as many copies as you may reasonably request of: (i) the Prospectus (ii) the Letter of Transmittal to be used by holders tendering Securities in the Exchange Offer, (iii) any advertisements, press releases or summaries that the Company may use, prepare, file, distribute, approve or authorize for use in connection with the Exchange Offer, (iv) any forms of letters to brokers, dealers, commercial banks, trust companies and other nominees relating to the Exchange Offer, (v) any guidelines for certification for taxpayer identification number, (vi) any other materials that the Company may use, prepare, file, distribute, approve or authorize for use in connection with the Exchange Offer and (vii) any supplements or amendments to any of the foregoing, as well as such other documents and information as the Company may prepare or approve for use in the Exchange Offer (collectively, the “Exchange Offer Materials”). You and any other broker or dealer or any commercial bank or trust company are authorized to use copies of the Exchange Offer Materials in accordance with the terms and conditions of this Agreement without assuming any responsibility for independent investigation or verification on your part. The Company agrees that, at a reasonable time prior to using or filing with any governmental agency or instrumentality, any Exchange Offer Materials (including the filing of any information or documents to be incorporated by reference in the Exchange Offer Materials), it will submit copies of such materials to you and will not file any Exchange Offer Materials without your prior approval, which shall not be unreasonably withheld. During the period of the Exchange Offer, the Company will inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, which it believes would require the making of any material change in any of the Exchange Offer Materials then being used or would affect the truth, accuracy or completeness of any representation or warranty contained in this Agreement as if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. You agree to furnish no written material to holders in connection with the Exchange Offer other than the Exchange Offer Materials without the Company’s prior written consent.

The Exchange Offer Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-4 (File No. 333-138345-01), including an exchange prospectus, relating to the New Securities. The registration statement, as amended as of the date hereof, including the exhibits thereto and all documents incorporated by reference in the prospectus contained therein, if any, at the date and time it became effective under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement.” The exchange prospectus included in the Registration Statement at the time it is declared effective is hereinafter referred to as the “Exchange Prospectus.” (b) The Company agrees to furnish you, without charge, with as many copies as you may reasonably request of: of (i) the Registration Statement, and the Exchange Prospectus and any amendments or supplements thereto, (ii) the accompanying letter of transmittal (as the same may be amended, the “Letter of Transmittal to be used by holders tendering Securities in the Exchange OfferTransmittal”), (iii) any issuer free writing prospectuses as defined in Rule 433 under the Securities Act relating to the Exchange Offers (each, an “Issuer Free Writing Prospectus”), if any, to be filed with the Commission prior to the Settlement Date, (iv) any other free writing prospectus as defined in Rule 405 under the Securities Act relating to the Exchange Offers (each a “Free Writing Prospectus”) that the parties hereto shall hereafter agree in writing to treat as part of the Exchange Offer Materials; (v) any advertisements, press releases or summaries that the Company may use, prepare, file, distribute, approve or authorize for use in connection with relating to the Exchange OfferOffers, (ivvi) any forms forms, if necessary, of letters to brokers, dealers, commercial banks, trust companies and other nominees relating to the Exchange OfferOffers under the rules of the Depository Trust Company (the “Clearing System”) or otherwise, (vvii) any guidelines for certification for taxpayer identification number, (viviii) any other materials that notice of guaranteed delivery of the Company may useOld Securities, prepareif applicable, file, distribute, approve or authorize for use in connection with the Exchange Offer and (viiix) any supplements or amendments to any of the foregoing, as well as such other documents and information as the Company may prepare or approve for use in the Exchange Offer Offers, including any materials hereafter incorporated therein (collectively, the “Exchange Offer Materials”). You and any other broker or dealer or any commercial bank or trust company are authorized to use copies of the Exchange Offer Materials in accordance with the terms and conditions of this Agreement without assuming any responsibility for independent investigation or verification on your part. . (c) The Company agrees that, at a reasonable time prior to using or filing with any governmental agency or instrumentality, any Exchange Offer Materials (including the filing of any information or documents to be incorporated by reference in the Exchange Offer Materials), it will first submit copies of such materials to you and will not file use any Exchange Offer Materials without your prior approval, which shall not be unreasonably withheld. During the period of the Exchange OfferOffers, the Company will inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, which it believes would require the making of any material change in any of the Exchange Offer Materials then being used or would materially affect the truth, accuracy or completeness of any representation or warranty contained in this Agreement as if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. You agree . (d) The Company shall also advise the Dealer Managers promptly of (i) the occurrence of any event that could cause the Company to furnish no written material extend, modify, withdraw or terminate the Exchange Offers, (ii) any requirement to holders amend or supplement any Exchange Offer Materials, (iii) the filing of any action or institution of any proceeding or any threat of an action or proceeding of which it is aware in connection with the Exchange Offer Offers and (iv) any other than information relating to the Exchange Offer Materials without Offers that the Company’s prior written consentDealer Managers may from time to time reasonably request in the performance of their duties hereunder.

The Exchange Offer Materials. The Company agrees to furnish you, without charge, you as soon as practicable on or following the Commencement Date with as many copies as you may reasonably request of: (i) of the Prospectus (ii) Exchange Offer Statement, the related Letter of Transmittal and the Notice of Guaranteed Delivery, any other Exchange Document and any other documents or materials filed or to be used by holders tendering Securities in the Exchange Offer, (iii) any advertisements, press releases or summaries that filed on behalf of the Company may use, prepare, file, distribute, approve or authorize for use in connection with the Exchange OfferTransactions with any governmental or regulatory authorities, (iv) agencies or instrumentalities, any forms of letters to brokers, dealers, commercial banks, trust companies and other nominees relating to the Exchange Offer, (v) any guidelines for certification for taxpayer identification number, (vi) any other materials that the Company may use, prepare, file, distribute, approve amendments or authorize for use in connection with the Exchange Offer and (vii) any supplements or amendments to any of the foregoing, as well as such other documents and information as the Company may prepare or approve for use in the Exchange Offer (collectivelyall exhibits thereto, the “Exchange Offer Materials”). You and any other broker or dealer or any commercial bank or trust company are authorized to use copies of the Exchange Offer Materials in accordance with the terms and conditions of this Agreement including, without assuming any responsibility for independent investigation or verification on your part. The Company agrees that, at a reasonable time prior to using or filing with any governmental agency or instrumentalitylimitation, any Exchange Offer Materials (including the filing of any information or documents to be materials incorporated by reference in the Exchange Offer MaterialsStatement, and any related materials to be used in connection with the Transactions (collectively, as amended or supplemented from time to time, the "Exchange Offer Material"). You hereby agree, as Dealer Managers, that you will not disseminate any written material for or in connection with the solicitation of tenders of Existing Subordinated Notes pursuant to the Exchange Offer other than the Exchange Offer Material, and you agree that you will not make any statements in connection with such solicitation, other than the statements that are set forth in the Exchange Offer Material or as otherwise authorized by the Company. The Company agrees that, a reasonable time prior to publishing, using, or filing with the U.S. Securities and Exchange Commission (the "Commission") or with any other Federal, state, provincial, territorial or other governmental agency, authority, or instrumentality of the United States, Canada or any other jurisdiction ("Other Agency"), any Exchange Offer Material (whether preliminary or otherwise) or any other materials which refer to either of you, it will submit copies of such materials to you and will not file give reasonable consideration to your and your counsel's comments, if any, thereon. In the event that the Company uses or permits the use of, or files with the Commission or any Other Agency, any Exchange Offer Materials without Material or any such other material (i) which has not been submitted to you for your prior approvalcomments, or (ii) which has been so submitted and with respect to which you have made comments, but which comments have not resulted in a response reasonably satisfactory to you and your counsel to reflect your comments, then you shall not be unreasonably withheldentitled to withdraw as Dealer Managers in connection with the Exchange Offer as set forth in Section 4. During Prior to and during the period of the Exchange Offer, the Company will inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, which it believes would require the making of any material change in any of the Exchange Offer Materials then being used Material or would affect in any material respect the truth, accuracy truth or completeness of any representation or warranty contained in this Agreement as if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. You agree Any such change shall be promptly made to furnish no written material such Exchange Offer Material, subject to holders the foregoing paragraph. The Company represents that the Exchange Offer Material has been or will be prepared and approved by, and is the sole responsibility of, the Company (except for information describing you that is provided by you in writing) and the Company authorizes you to use the Exchange Offer Material in connection with the Exchange Offer other than Transactions. The Company recognizes and confirms that in connection with the Transactions, you will be using and relying upon information (both written and oral), documents (including the Exchange Offer Materials without Material), and data furnished by the Company’s prior written consent, and information available from public sources (collectively, the "Information"). The Company further recognizes that you do not assume responsibility for the accuracy or completeness of the Information and will not undertake to independently verify its accuracy or completeness.