Common use of The Offer Materials Clause in Contracts

The Offer Materials. (a) The Republic authorizes you to use, and agrees to furnish you (in New York City) with as many copies as you may reasonably request of, the Offer Materials, any cover letter accompanying the Offer Materials, the related letters from the Republic to brokers, dealers, commercial banks, trust companies and other nominees and its enclosures, newspaper advertisements and press releases relating to the Offer, for use by you in connection with the Offer. The Republic shall cause to be mailed (or distributed through any other means as mutually agreed with the Dealer Manager) to each registered holder of any Eligible Bonds, as soon as practicable, copies of the appropriate Offer Materials. Thereafter, to the extent practicable until the Expiration Date (as defined in the Offer Materials), the Republic shall use its best efforts to cause copies of such materials to be mailed (or distributed through any other means as mutually agreed with the Dealer Manager) to each person who becomes a holder of record of any Eligible Bond. (b) The Republic shall not amend or supplement the Offer Materials, or prepare or approve any other offering materials for use in connection with the Offer, without your consent, which consent shall not be unreasonably withheld. You shall not prepare or approve any other external offering materials for use in connection with the Offer, without the Republic’s consent, which consent shall not be unreasonably withheld. (c) The Republic will advise you promptly of (i) the occurrence of any event which could cause the Republic to withdraw or terminate the Offer or would permit the Republic to exercise the right not to exchange the Eligible Bonds tendered pursuant to the Offer or not to issue New Bonds, (ii) any requirement to amend or supplement any Offer Materials, (iii) the issuance of any communication, comment or order by the United States Securities and Exchange (the “Commission”) (and, if in writing, will furnish a copy thereof) and (iv) any other information relating to the Offer which you may from time to time reasonably request in the performance of your duties hereunder. (d) The Republic agrees (i) to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Offer Materials or any amendment or supplement thereto, of the suspension of the qualification of the New Bonds for offering or sale in any jurisdiction in the United States or any jurisdiction identified in Schedule I to this Agreement of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing of the Registration Statement, the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Offer Materials or any amendment or supplement thereto or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order and (ii) promptly from time to time prior to the Expiration Date, and, if required in your reasonable judgment, after the Expiration Date, to take such action as you may reasonably request to qualify the Offer and the New Bonds for offering and sale under the securities laws of such jurisdictions in the United States of America as you may reasonably request and to comply with such laws so as to permit the continuance of the Offer and sales and dealings in the New Bonds in such jurisdictions for as long as may be necessary to complete the Offer and the distribution of the New Bonds, provided that in connection therewith the Republic shall not be required to file a general consent to service of process in any jurisdiction; and (iii) with respect to the jurisdictions identified in Schedule I to this Agreement, each of the Republic and you shall take actions reasonably available to it or you, respectively, to permit the continuance of the Offer and the distribution of the New Bonds on the terms and conditions contemplated by such document, provided that if either the Republic or you believe that the cost or burden of any such actions makes them unreasonable, you and we shall consult with a view to restructuring the conduct of the Offer and the distribution of the New Bonds in such jurisdiction in such a way that permits, to the extent possible, the continuance of the Offer and the distribution of the New Bonds in such jurisdiction. (e) The Republic agrees, if the delivery of a prospectus is required by law at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the New Bonds and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Securities Act or any applicable law, to notify you and upon your request to prepare and furnish without charge to each Dealer Manager and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case you are required to deliver a prospectus in connection with sales of any of the New Bonds at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Dealer Manager, to prepare and deliver to such Dealer Manager as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.

The Offer Materials. (a) The Subject to applicable law, the Republic authorizes you to use, and agrees to furnish you (in New York City) with as many copies as you may reasonably request of, the Offer Materials, any cover letter accompanying issuer free writing prospectuses as defined in Rule 433 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) relating to the U.S. Offer (each, an “Issuer Free Writing Prospectus”), if any, to be filed with the United States Securities and Exchange Commission (the “Commission”) prior to the Settlement Date, any other free writing prospectus as defined in Rule 405 under the Securities Act relating to the U.S. Offer (each a “Free Writing Prospectus”) that the parties hereto shall hereafter agree in writing to treat as part of the Offer Materials. Subject to applicable law, the related letters from the Republic to brokers, dealers, commercial banks, trust companies and other nominees and its enclosures, newspaper advertisements and press releases relating to the Offer, for use by you in connection with the Offer. The Republic shall cause instruct the Information Agent (as defined herein) to be mailed make available (or distributed distribute through any other means as mutually agreed with the Dealer Manager) to each registered holder Holder of any Eligible BondsBonds that is a U.S. Person, as soon as practicable, copies of the appropriate Offer MaterialsBasic Prospectus and Prospectus Supplement and any amendments and supplements thereto. Thereafter, to the extent practicable until the Expiration Date (as defined in the Offer Materials)Date, the Republic shall use its best efforts to cause copies of such materials to be mailed made available (or distributed through any other means as mutually agreed with the Dealer Manager) to each person U.S. Person who becomes a holder Holder of record of any Eligible Bond, upon request by such Holder, in each case subject to applicable law. (b) The Republic shall not amend or supplement the Offer Materials, or prepare file, use or approve publish any such amendment or supplement or other offering materials for use in connection with the U.S. Offer or the results of the U.S. Offer, or refer to the Dealer Manager in any such material (except in each case for any announcements or notices required by applicable law, rules or regulations), without your the Dealer Manager’s prior written consent, which consent shall not be unreasonably withheld. You shall not prepare or approve any other external offering materials material for use with any third party in connection with the U.S. Offer, without the Republic’s consent, which consent shall not be unreasonably withheld. (c) The Republic will advise you promptly of (i) the occurrence after the date hereof of any event which could cause the Republic to withdraw or terminate the U.S. Offer or would permit the Republic to exercise the right not to exchange or purchase the Eligible Bonds tendered pursuant to the U.S. Offer or not to issue New the Registered 2036 Bonds, (ii) any requirement after the date hereof to amend or supplement any Offer Materials, (iii) the issuance after the date hereof of any communication, comment or order by the United States Securities and Exchange (the “Commission”) Commission (and, if in writing, will furnish a copy thereof) and (iv) any other information relating to the U.S. Offer which you may from time to time reasonably request in the performance of your duties hereunder. (d) The Republic agrees (i) to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Offer Materials or any amendment or supplement thereto, of the suspension of the qualification of the New Registered 2036 Bonds for offering or sale in any jurisdiction in the United States or any jurisdiction identified in Schedule I to this Agreement States, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing of the Registration Statement, the Base Prospectus, Basic Prospectus or the Prospectus Supplement or any amendment or supplement thereto or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Offer Materials or any amendment or supplement thereto or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order order; and (ii) promptly from time to time prior to the Expiration Date, and, if required in your reasonable judgment, after the Expiration Date, to take such action as you may reasonably request to qualify the U.S. Offer and the New Registered 2036 Bonds for offering and sale under the securities Blue Sky or investment laws of such jurisdictions in the United States of America as you may reasonably request and to comply with such laws so as to permit the continuance of the U.S. Offer and sales and dealings in the New Registered 2036 Bonds in such jurisdictions for as long as may be necessary to complete the Offer and the distribution of the New BondsU.S. Offer, provided that in connection therewith the Republic shall not be required to file a general consent to service of process in any jurisdiction; and (iii) with respect to the jurisdictions identified in Schedule I to this Agreement, each of the Republic and you shall take actions reasonably available to it or you, respectively, to permit the continuance of the Offer and the distribution of the New Bonds on the terms and conditions contemplated by such document, provided that if either the Republic or you believe that the cost or burden of any such actions makes them unreasonable, you and we shall consult with a view to restructuring the conduct of the Offer and the distribution of the New Bonds in such jurisdiction in such a way that permits, to the extent possible, the continuance of the Offer and the distribution of the New Bonds in such jurisdiction. (e) The Republic agrees, if the delivery of a prospectus is required by law at any time prior to the expiration of nine months 120 days after the time of issue of the Prospectus in connection with the offering or sale of the New Registered 2036 Bonds and if at such time any event relating to or affecting the Republic shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Securities Act or any applicable law, to notify you and upon your request to prepare and furnish without charge to each the Dealer Manager and to any dealer in securities named by the Dealer Manager as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in . In case you are required to deliver a prospectus in connection with sales of any of the New Registered 2036 Bonds at any time nine months 120 days or more after the time of issue of the Prospectus, upon your request but at your expense, the expense of such Dealer Manager, Republic agrees to prepare and deliver to such Dealer Manager you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.

The Offer Materials. (a) The Republic authorizes you to use, and Company agrees to furnish you (in New York City) with as many copies as you may reasonably request of, the Offer Materials, any cover letter accompanying the Offer Materials, the related letters from the Republic to brokers, dealers, commercial banks, trust companies and other nominees and its enclosures, newspaper advertisements and press releases relating to the Offer, for use by you in connection with the Offer. The Republic shall cause to be mailed (or distributed through any other means as mutually agreed with the Dealer Manager) to each registered holder of any Eligible Bonds, as soon as practicable, copies of the appropriate Offer Materials. Thereafter, to the extent practicable until the Expiration Date (as defined in the Offer Materials), the Republic shall use its best efforts to cause copies of such materials to be mailed (or distributed through any other means as mutually agreed with the Dealer Manager) to each person who becomes a holder of record of any Eligible Bond. (b) The Republic shall not amend or supplement the Offer Materials, or prepare or approve any other offering materials for use in connection with the Offer, without your consent, which consent shall not be unreasonably withheld. You shall not prepare or approve any other external offering materials for use in connection with the Offer, without the Republic’s consent, which consent shall not be unreasonably withheld. (c) The Republic will advise you promptly of (i) the occurrence of any event which could cause the Republic to withdraw or terminate the Offer or would permit the Republic to exercise the right not to exchange the Eligible Bonds tendered pursuant to the Offer or not to issue New Bonds, (ii) any requirement to amend or supplement any Offer Materials, (iii) the issuance of any communication, comment or order by the United States Securities and Exchange (the “Commission”) (and, if in writing, will furnish a copy thereof) and (iv) any other information relating to the Offer which you may from time to time reasonably request in the performance of your duties hereunder. (d) The Republic agrees (i) to advise you, promptly after it receives notice thereofat its expense, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Offer Materials or any amendment or supplement thereto, of the suspension of the qualification of the New Bonds for offering or sale in any jurisdiction in the United States or any jurisdiction identified in Schedule I to this Agreement of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing of the Registration Statement, the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Offer Materials or any amendment or supplement thereto or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order and (ii) promptly from time to time prior to the Expiration Date, and, if required in your reasonable judgment, after the Expiration Date, to take such action as you may reasonably request to qualify the Offer and the New Bonds for offering and sale under the securities laws of such jurisdictions in the United States of America as you may reasonably request and to comply with such laws so as to permit the continuance of the Offer and sales and dealings in the New Bonds in such jurisdictions for as long as may be necessary to complete the Offer and the distribution of the New Bonds, provided that in connection therewith the Republic shall not be required to file a general consent to service of process in any jurisdiction; and (iii) with respect to the jurisdictions identified in Schedule I to this Agreement, each of the Republic and you shall take actions reasonably available to it or you, respectively, to permit the continuance of the Offer and the distribution of the New Bonds on the terms and conditions contemplated by such document, provided that if either the Republic or you believe that the cost or burden of any such actions makes them unreasonable, you and we shall consult with a view to restructuring the conduct of the Offer and the distribution of the New Bonds in such jurisdiction in such a way that permits, to the extent possible, the continuance of the Offer and the distribution of the New Bonds in such jurisdiction. (e) The Republic agrees, if the delivery of a prospectus is required by law at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the New Bonds and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Securities Act or any applicable law, to notify you and upon your request to prepare and furnish without charge to each Dealer Manager and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case you are required to deliver a prospectus in connection with sales of any of the New Bonds at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Dealer Manager, to prepare and deliver to such Dealer Manager as many copies as you may request of an amended or supplemented Prospectus complying the transmittal letter to be used in connection with Section 10(a)(3the Offer (the "Transmittal Letter") and any of the other Offer Materials (as hereinafter defined) as required. The definitive forms of the registration statement on Form S-4 (the "Registration Statement") in respect of the Exchange Debentures filed with the Securities Actand Exchange Commission (the "Commission") (as it may be amended from time to time before it becomes effective) and any post-effective amendment thereto and including all exhibits thereto and all documents incorporated by reference into the prospectus contained therein (the "Prospectus"), the Transmittal Letter, any schedule to be filed in connection with the Offer and any other documents or materials ancillary to any of the foregoing (including, without limitation, press releases, advertisements and other communications), all statements and other documents filed or to be filed with the Commission or any other federal, state, local or foreign governmental or regulatory authorities or any court (each an "Other Agency" and collectively, the "Other Agencies") and any amendments or supplements to any such statements and documents, are hereinafter collectively referred to as the "Offer Materials". You are authorized to use copies of the Offer Materials in connection with the Offer. The Offer Materials have been or will be prepared and approved by, and are the sole responsibility of, the Company, which is also responsible for the distribution of the Offer Materials to the holders of the Existing Debentures. You hereby agree, as Dealer Manager, that you will not disseminate any written material for tenders of the Existing Debentures pursuant to the Offer other than the Offer Materials, and you agree that you will not make any statements other than the statements that are set forth in the Offer Materials or as otherwise authorized by the Company. The Company agrees that no Offer Materials will be used in connection with the Offer or filed with the Commission or any Other Agency with respect to the Offer without first obtaining your prior approval, which approval shall not be unreasonably withheld. The Company also agrees that no amendment will be made to any of the Offer Materials, and no filing with the Commission will be made for the purpose of making any such amendment, unless copies of the proposed amendments are furnished to you a reasonable time prior to the amendment or proposed filing date. In the event that the Company uses or permits the use of any Offer Materials in connection with the Offer, makes any amendment to the Offer Materials or makes any such filing with the Commission or any Other Agency without your prior approval, then you shall be entitled to withdraw as Dealer Manager in connection with the Offer without any liability or penalty to you or any Indemnified Person (as hereinafter defined), and you shall remain entitled to the indemnification provided in Section 11 hereof and to receive the payment of all fees and expenses payable under this Agreement which have accrued to the date of such withdrawal or would otherwise be due to you on such date. If you withdraw as Dealer Manager, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date.