Common use of Ongoing Compliance Clause in Contracts

Ongoing Compliance. (1) If at any time prior to the completion of the offering of the Notes (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any 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 existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers and to such dealers as the Representative may designate such amendments or supplements to the Offering Memorandum as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers and to such dealers as the Representative may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period, (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with law and (2) if at any time prior to the Closing Date Date, (i) any event or development shall occur or condition shall exist as a result of which any of the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to Section 4(c) hereof, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any 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 existing when the Offering Memorandum Time of Sale Information is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Time of Sale Information to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph Section 4(c) hereof, file with the Commission (bto the extent required) above, and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative may designate designate, such amendments or supplements to the Offering Memorandum Time of Sale Information as may be necessary so that the statements in the Offering Memorandum Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Time of Sale Information is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result Time of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers and to such dealers as the Representative may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package Sale Information will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative may designate designate, such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any 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 existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with law, the Company will immediately will, within twenty-four (24) hours, notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading misleading, or so that the Offering Memorandum Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately will, within twenty-four (24) hours, notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period, (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with law and (2) if at any time prior to the Closing Date Date, (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to the completion of Closing Date or the offering of Additional Closing Date, as the Notes case may be, (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any 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 existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or misleading, (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with law, the Company will immediately notify the Initial Purchasers Underwriter thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriter and to such dealers as the Representative Underwriter may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with law and law, (2) if at any time prior to the Closing Date (iiii) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (iiiv) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers Underwriter thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriter and to such dealers as the Representative Underwriter may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any 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 existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with applicable law, the Company will immediately as soon as reasonably practicable notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with applicable law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with applicable law, the Company will immediately as soon as reasonably practicable notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate designate, such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with applicable law.

Ongoing Compliance. (1) If at any time prior to the completion of the offering of the Initial Notes (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any 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 existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers and to such dealers as the Representative Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Offering Memorandum Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Preliminary Offering Memorandum as then amended or supplemented would include any 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 existing when the Preliminary Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Preliminary Offering Memorandum to comply with law, the Company will immediately promptly notify the Initial Purchasers Purchaser thereof and forthwith prepare and, subject to paragraph (bc) above, furnish to the Initial Purchasers Purchaser and to such dealers as the Representative Initial Purchaser may designate such amendments or supplements to the Preliminary Offering Memorandum as may be necessary so that the statements in the Preliminary Offering Memorandum as so amended or supplemented will not, in the light of the circumstances existing when the Preliminary Offering Memorandum is delivered to a purchaser, be misleading or so that the Preliminary Offering Memorandum will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers Purchaser thereof and forthwith prepare and, subject to paragraph (bc) above, furnish to the Initial Purchasers Purchaser and to such dealers as the Representative Initial Purchaser may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to the completion of the offering of the Notes Securities (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any 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 existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will immediately notify the Initial Purchasers and the Capital Markets Advisor thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers and the Capital Markets Advisor and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package Package, as then amended or supplemented supplemented, would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers and the Capital Markets Advisor thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers and the Capital Markets Advisor and to such dealers as the Representative Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any 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 existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with applicable law, the Company will immediately as soon as reasonably practicable notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with applicable law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with applicable law, the Company will immediately as soon as reasonably practicable notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with applicable law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to Section 5(c) hereof, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any 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 existing when the Offering Memorandum Time of Sale Information is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Time of Sale Information to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph Section 5(c) hereof, file with the Commission (bto the extent required) above, and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative may designate designate, such amendments or supplements to the Offering Memorandum Time of Sale Information as may be necessary so that the statements in the Offering Memorandum Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Time of Sale Information is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result Time of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers and to such dealers as the Representative may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package Sale Information will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact or necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with law, the Company will immediately will, as soon as reasonably possible, notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any 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 existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, furnish file with the Commission and furnish, at its own expense, to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with law law; and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, furnish file with the Commission (to the Initial Purchasers extent required) and furnish, at its own expense, to the Underwriters and to such dealers as the Representative Representatives may designate designate, such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law; and (3) if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or 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 then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any 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 existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with applicable law, the Company will immediately will, as soon as practicable, notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with applicable law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with applicable law, the Company will immediately as soon as practicable notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with applicable law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any 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 existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with law, the Company will immediately will, as soon as reasonably possible, notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

Ongoing Compliance. (1) If at any time prior to during the completion of the offering of the Notes Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Offering Memorandum Prospectus as then amended or supplemented would include any 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 existing when the Offering Memorandum Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum Prospectus to comply with applicable law, the Company will immediately promptly notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Offering Memorandum Prospectus as may be necessary so that the statements in the Offering Memorandum Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum Prospectus is delivered to a purchaser, be misleading or so that the Offering Memorandum Prospectus will comply with applicable law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any 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 existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Initial Purchasers Underwriters thereof and forthwith prepare and, subject to paragraph (bc) above, file with the Commission (to the extent required) and furnish to the Initial Purchasers Underwriters and to such dealers as the Representative Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.