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. 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.