Common use of Exchange Offer Materials Clause in Contracts

Exchange Offer Materials. Prior to the commencement of the Exchange Offers, the Company agrees to furnish PaineWebber, at the Company's expense, with as many copies as PaineWebber may reasonably request of (i) each of the documents that is filed with the Securities and Exchange Commission (the "Commission"), including each registration statement, preliminary and final prospectus filed with the Commission (such final prospectus included in such registration statement as amended at the time it becomes effective is herein called the "Prospectus," except that, if the prospectus first filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission shall differ from the Prospectus, the term "Prospectus" shall also include the prospectus first filed pursuant to Rule 424(b)), in connection with the Exchange Offers, (ii) each offering circular, sales memorandum, term sheet, proposed agreement, invitation to negotiate, private placement memorandum, solicitation statement, disclosure document, or other explanatory statement, or other report, filing, document, release or communication mailed, delivered, published, or filed by or on behalf of the Company in connection with the Exchange Offers, (iii) each document required to be filed with the Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pertaining to the Company during the term of this Agreement and (iv) each appendix, attachment, modification, amendment or supplement to any of the foregoing and all related documents, including but not limited to each related letter of transmittal (each of (i), (ii), (iii) and (iv), an "Exchange Offer Document" and, collectively, the "Exchange Offer Documents"). At the commencement of the Exchange Offers, the Company shall cause timely to be delivered to each registered holder of any Securities legally or contractually entitled thereto, each Exchange Offer Document and any other offering materials prepared expressly for use by holders of Securities tendering, voting, or otherwise participating in the Exchange Offers, together with a return envelope. Thereafter, to the extent practicable, until the expiration of the Exchange Offers, the Company shall use its best efforts to cause copies of such materials and a return envelope to be mailed to each person who becomes a holder of any Securities. The Company agrees that, at a reasonable time prior to using any material in connection with the Exchange Offers or filing any such material with the Commission or any other federal or state agency, commission or instrumentality, the Company will submit copies of such material to PaineWebber and will consult with PaineWebber and give reasonable consideration to its comments, if any, with respect thereto. In connection with the Exchange Offers, if the Company (a) uses or permits the use of, or files with the Commission or any other governmental or regulatory agency, authority or instrumentality, any Exchange Offer Document that (i) has not been submitted to PaineWebber on a timely basis for PaineWebber's comments or (ii) has been so submitted and with respect to which PaineWebber reasonably objects or (b) shall have breached any of its representations, warranties, agreements, or covenants herein, then PaineWebber shall be entitled to withdraw as a dealer manager in connection with the Exchange Offers, without any liability or penalty to PaineWebber or any other Indemnified Person (as defined in paragraph 6 hereof) for such withdrawal and without loss of any right to indemnification or contribution provided in this Agreement or to the payment of all fees and expenses payable hereunder that have accrued to the date of such withdrawal. In the event of any such withdrawal, for the purpose of determining the fees payable to PaineWebber pursuant to this Agreement, PaineWebber shall remain entitled to receive the payment of all fees and expenses payable under this Agreement that have accrued to the date of any such withdrawal. The Company recognizes and confirms that, in connection with the Exchange Offers, PaineWebber will be using and relying upon (i) information (both written and oral), documents (including the Exchange Offer Documents) and data furnished by the Company to PaineWebber, and (ii) information available from filings made by the Company pursuant to the Exchange Act which have been approved for such use by the Company (collectively the "Information"). The Company further recognizes that PaineWebber does not assume responsibility for the accuracy or completeness of the Information and will not undertake to independently verify its accuracy or completeness. The Company agrees that any reference to PaineWebber or any affiliate of PaineWebber in any Exchange Offer Document, or any release or written communication, is subject to PaineWebber's prior approval. If PaineWebber resigns prior to the dissemination of any Exchange Offer Document or any release or communication, no reference shall be made therein to PaineWebber. 2

Exchange Offer Materials. Prior to the commencement of the Exchange OffersOffer, the Company agrees to furnish PaineWebberyou, at the Company's expense, with as many copies as PaineWebber you may reasonably request of (i) each of the documents that is filed with the Securities and Exchange Commission (the "Commission"), including each registration statement, preliminary and final prospectus filed with the Commission (such final prospectus included in such registration statement as amended at the time it becomes effective is herein called the "Prospectus," except that, if the prospectus first filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission shall differ from the Prospectus, the term "Prospectus" shall also include the prospectus first filed pursuant to Rule 424(b)), in connection with the Exchange OffersOffer, (ii) each offering circular, sales memorandum, term sheet, proposed agreement, invitation to negotiate, private placement memorandum, solicitation statement, disclosure document, or other explanatory statement, or other report, filing, document, release or communication mailed, delivered, published, or filed by or on behalf of the Company in connection with the Exchange OffersOffer, (iii) each document required to be filed with the Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pertaining to the Company during the term of this Agreement and (iv) each appendix, attachment, modification, amendment or supplement to any of the foregoing and all related documents, including but not limited to each related letter of transmittal (each of (i), (ii), (iii) and (iv), an "Exchange Offer Document" and, collectively, the "Exchange Offer Documents"). At the commencement of the Exchange OffersOffer, the Company shall cause timely to be delivered to each registered holder of any Securities legally or contractually entitled thereto, each Exchange Offer Document and any other offering materials prepared expressly for use by holders of Securities tendering, voting, or otherwise participating in the Exchange OffersOffer, together with a return envelope. Thereafter, to the extent practicable, until the expiration of the Exchange OffersOffer, the Company shall use its best efforts to cause copies of such materials and a return envelope to be mailed to each person who becomes a holder of any Securities. The Company agrees that, at a reasonable time prior to using any material in connection with the Exchange Offers Offer or filing any such material with the Commission or any other federal or state agency, commission or instrumentality, the Company will submit copies of such material to PaineWebber and will consult with PaineWebber and give reasonable consideration to its comments, if any, with respect thereto. In connection with the Exchange OffersOffer, if the Company (a) uses or permits the use of, or files with the Commission or any other governmental or regulatory agency, authority or instrumentality, any Exchange Offer Document that (i) has not been submitted to PaineWebber on a timely basis for PaineWebber's comments or (ii) has been so submitted and with respect to which PaineWebber reasonably objects or (b) shall have breached any of its representations, warranties, agreements, or covenants herein, then PaineWebber shall be entitled to withdraw as a dealer manager in connection with the Exchange OffersOffer, without any liability or penalty to PaineWebber or any other Indemnified Person (as defined in paragraph 6 hereof) for such withdrawal and without loss of any right to indemnification or contribution provided in this Agreement or to the payment of all fees and expenses payable hereunder that have accrued to the date of such withdrawal. In the event of any such withdrawal, for the purpose of determining the fees payable to PaineWebber pursuant to this Agreement, PaineWebber shall remain entitled to receive the payment of all fees and expenses payable under this Agreement that have accrued to the date of any such withdrawal. The Company recognizes and confirms that, in connection with the Exchange OffersOffer, PaineWebber will be using and relying upon (i) information (both written and oral), documents (including the Exchange Offer Documents) and data furnished by the Company to PaineWebber, and (ii) information available from filings made by the Company pursuant to the Exchange Act which have been approved for such use by the Company (collectively the "Information"). The Company further recognizes that PaineWebber does not assume responsibility for the accuracy or completeness of the Information and will not undertake to independently verify its accuracy or completeness. The Company agrees that any reference to PaineWebber or any affiliate of PaineWebber in any Exchange Offer Document, Document or any release or written communication, is subject to PaineWebber's prior approval. If PaineWebber resigns prior to the dissemination of any Exchange Offer Document or any release or communication, no reference shall be made therein to PaineWebber. 2.

Exchange Offer Materials. Prior to Other than the commencement of the Exchange OffersRegistration Statement, the Company agrees to furnish PaineWebber, at the Company's expense, with as many copies as PaineWebber may reasonably request of (i) each of the documents that is filed with the Securities any Preliminary Prospectus and Exchange Commission (the "Commission"), including each registration statement, preliminary and final prospectus filed with the Commission (such final prospectus included in such registration statement as amended at the time it becomes effective is herein called the "Prospectus," except that, if the prospectus first filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission shall differ from the Prospectus, the term "Company (including its agents and representatives, other than the Dealer Managers) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Exchange Offer Material, including, without limitation, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the New Securities (each such communication by the Company or its agents and representatives, an “Issuer Free Writing Prospectus" shall also include ”) other than (i) the prospectus first filed pursuant to Rule 424(b)), in connection with the Exchange Offers, documents listed on Schedule II hereto and (ii) each offering circular, sales memorandum, term sheet, proposed agreement, invitation to negotiate, private placement memorandum, solicitation statement, disclosure document, or any other explanatory statement, or other report, filing, document, release or communication mailed, delivered, published, or filed written communications approved in writing in advance by or on behalf of the Company in connection with the Exchange Offers, Representative (iii) each document required to be filed with the Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pertaining to the Company during the term of this Agreement and (iv) each appendix, attachment, modification, amendment or supplement to any of the foregoing and all related documents, including but not limited to each related letter of transmittal (each of (i), (ii), (iii) and (iv), an "Exchange Offer Document" andMaterial that is not the Registration Statement, collectivelya Preliminary Prospectus or the Prospectus, the "“Other Exchange Offer Documents"Material”). At the commencement of the Exchange Offers, the Company shall cause timely to be delivered to each registered holder of any Securities legally or contractually entitled thereto, each The Other Exchange Offer Document and any other offering materials prepared expressly for use by holders of Securities tendering, voting, or otherwise participating in the Exchange Offers, together with a return envelope. ThereafterMaterials, to the extent practicablethe same are filed with Commission in response to a requirement under the Securities Act or the Exchange Act, until comply or will comply in all material respects with the expiration Securities Act and the Exchange Act, as applicable. None of the Other Exchange OffersOffer Materials (including, without limitation, any documents incorporated by reference in any Other Exchange Offer Materials), when considered together with all other Exchange Offer Materials, as of the date thereof, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company shall use its best efforts to cause copies of such materials and a return envelope to be mailed to each person who becomes a holder of any Securities. The Company agrees that, at a reasonable time prior to using any material in connection with the Exchange Offers or filing any such material with the Commission or any other federal or state agency, commission or instrumentality, the Company will submit copies of such material to PaineWebber Guarantors make no representation and will consult with PaineWebber and give reasonable consideration to its comments, if any, with respect thereto. In connection with the Exchange Offers, if the Company (a) uses or permits the use of, or files with the Commission or any other governmental or regulatory agency, authority or instrumentality, any Exchange Offer Document that (i) has not been submitted to PaineWebber on a timely basis for PaineWebber's comments or (ii) has been so submitted and warranty with respect to which PaineWebber reasonably objects any statements in or (b) shall have breached omissions from the Other Exchange Offer Materials made in reliance upon and in conformity with any Dealer Manager Information. There is no material fact or information concerning the Company, any Guarantor, or any of its representations, warranties, agreementstheir respective subsidiaries, or covenants hereinthe business, then PaineWebber shall be entitled to withdraw as a dealer manager in connection with properties, management, financial position, stockholders’ equity, results of operations or prospects of the Exchange OffersCompany, without any liability or penalty to PaineWebber Guarantor or any other Indemnified Person (as defined in paragraph 6 hereof) for such withdrawal and without loss of any right their respective subsidiaries, that is required to indemnification or contribution provided in this Agreement or be made generally available to the payment of all fees public and expenses payable hereunder that have accrued has not been, or is not being, or will not be, made generally available to the date of such withdrawal. In the event of any such withdrawal, for the purpose of determining the fees payable to PaineWebber pursuant to this Agreement, PaineWebber shall remain entitled to receive the payment of all fees and expenses payable under this Agreement that have accrued to the date of any such withdrawal. The Company recognizes and confirms that, in connection with the Exchange Offers, PaineWebber will be using and relying upon (i) information (both written and oral), documents (including public through the Exchange Offer Documents) and data furnished by the Company to PaineWebber, and (ii) information available from filings made by the Company pursuant to the Exchange Act which have been approved for such use by the Company (collectively the "Information"). The Company further recognizes that PaineWebber does not assume responsibility for the accuracy Materials or completeness of the Information and will not undertake to independently verify its accuracy or completeness. The Company agrees that any reference to PaineWebber or any affiliate of PaineWebber in any Exchange Offer Document, or any release or written communication, is subject to PaineWebber's prior approval. If PaineWebber resigns prior to the dissemination of any Exchange Offer Document or any release or communication, no reference shall be made therein to PaineWebber. 2otherwise.