Common use of Participation of Broker-Dealers in Exchange Offer Clause in Contracts

Participation of Broker-Dealers in Exchange Offer. (a) Each of the Company and the Guarantors understands that the staff of the Commission has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer. Each of the Company and the Guarantors understands that it is the staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) Each of 4.1 The Company, the Company Guarantor and the Guarantors understands Initial Purchasers acknowledge that the staff of the Commission SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer"), ”) may be deemed to be an "“underwriter" ” within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of the such Exchange Securities received by it in the Exchange OfferSecurities. Each of the The Company and the Guarantors understands Guarantor understand that it is the staff's ’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) Each of the The Company and the Guarantors understands has been advised that the staff of the Commission Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (each, a "“Participating Broker-Dealer"), ”) may be deemed to be an "“underwriter" ” within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of the such Exchange Securities received by it in the Exchange OfferSecurities. Each of the The Company and the Guarantors understands have been advised that it is the staff's Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, Securities without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered or, to the extent permitted by law, made available, by Participating Broker-Dealers to purchasers to satisfy their such Participating Broker-Dealers’ prospectus delivery obligations obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) Each of the Company and the Guarantors understands that the staff of the Commission The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer"), ”) may be deemed to be an "“underwriter" ” within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of such Exchange Securities (other than a resale of an unsold allotment of an Initial Purchaser resulting from the original offering of the Exchange Securities received by it in the Exchange OfferSecurities). Each of the The Company and the Guarantors understands understand that it is the staff's Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Broker- Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligations obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) Each of the Company and the Guarantors understands that the staff of the Commission has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer. Each of the Company and the Guarantors understands that it is the staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Broker- Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) Each of the Company and the Guarantors understands that the staff of the Commission The Staff has taken the position that any broker-dealer that receives Exchange Securities Notes for its own account in the Exchange Offer in exchange for Securities Notes that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer"), ”) may be deemed to be an "“underwriter" ” within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of the such Exchange Securities received by it in the Exchange OfferNotes. Each of the The Company and the Guarantors understands that it is the staff's Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange SecuritiesNotes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligations obligation under the Securities Act in connection with resales of Exchange Securities Notes for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Participating Broker-Dealers, the Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 3 hereof, during the period required by the Securities Act. The Company shall provide sufficient copies of the latest version of such Prospectus to such Participating Broker-Dealers, promptly upon request, at any time during such period.

Participation of Broker-Dealers in Exchange Offer. (a) Each of the Company and the Guarantors understands that the staff of the Commission The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer"), ”) may be deemed to be an "“underwriter" ” within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of the such Exchange Securities received by it in the Exchange OfferSecurities. Each of the The Company and the Guarantors understands understand that it is the staff's Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligations obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Securities by Participating Broker-Dealers, the Company and the Guarantors shall use their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 3 hereof, during the period required by the Securities Act. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Participating Broker-Dealers, promptly upon request, at any time during such period.

Participation of Broker-Dealers in Exchange Offer. (a) Each of the Company and the Guarantors understands that the The staff of the Commission SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), ) may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of the such Exchange Securities received by it in the Exchange OfferSecurities. Each of the The Company and the Guarantors understands understand that it is the staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) Each of the Company and the Guarantors understands that the The staff of the Commission has taken the position that any brokerBroker-dealer Dealer that receives Exchange Securities Notes for its own account in the Exchange Offer in exchange for Securities Senior Notes that were acquired by such brokerBroker-dealer Dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of the such Exchange Securities received by it in the Exchange OfferNotes. Each of the The Company and the Guarantors understands Purchasers understand that it is the Commission staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange SecuritiesNotes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations obligation under the Securities Act in connection with resales of Exchange Securities Notes for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) Each of the Company and the Guarantors understands that the staff of the Commission has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-DealerPARTICIPATING BROKER- DEALER"), may be deemed to be an "underwriterUNDERWRITER" within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer. Each of the Company and the Guarantors understands that it is the staff's staffs position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) Each of 4.1 The Company, the Company Guarantor and the Guarantors understands Initial Purchasers acknowledge that the staff of the Commission SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating BrokerPARTICIPATING BROKER-DealerDEALER"), ) may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of the such Exchange Securities received by it in the Exchange OfferSecurities. Each of the The Company and the Guarantors understands Guarantor understand that it is the staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) Each The Staff of the Company and the Guarantors understands that the staff of the Commission SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating BrokerPARTICIPATING BROKER-DealerDEALER"), ) may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of the such Exchange Securities received by it in the Exchange OfferSecurities. Each of the The Company and the Guarantors understands understand that it is the staffStaff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Broker- Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) Each of the Company and the Guarantors understands that the staff of the Commission The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer"), ”) may be deemed to be an "“underwriter" ” within the meaning of the Securities Act in connection with any resale of such Exchange Securities and, therefore, and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of such Exchange Securities (other than a resale of an unsold allotment of an Initial Purchaser resulting from the original offering of the Exchange Securities received by it in the Exchange OfferSecurities). Each of the The Company and the Guarantors understands understand that it is the staff's Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligations obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) Each of the Company and the Guarantors understands that the The staff of the Commission SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), ) may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with any resale respect to resales of such Exchange Securities and, therefore, and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of the such Exchange Securities received by it in the Exchange OfferSecurities. Each of the The Company and the Guarantors understands that it is the staffStaff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.