Common use of Unsold Notes Clause in Contracts

Unsold Notes. Solely for the purpose of Section 4(d), each Dealer (i) shall notify the Issuer (no later than on the second New York Business Day (as defined below) following any date on which the Issuer shall have given a written request to suspend promptly the solicitation of offers for the purchase of Notes in accordance with Section 4(d)) of the principal amount of any Notes purchased by it that remain unsold to investors or other purchasers, and (ii) if such Dealer has previously so notified the Issuer, shall notify the Issuer promptly if and when all of such Notes are sold to investors or other purchasers. Notwithstanding the preceding sentence, no Dealer shall have any obligation to notify the Issuer in accordance with clause (i) of the preceding sentence (it being understood that, if a Dealer elects not to so notify the Issuer, the Issuer shall have no obligation to amend or supplement, or correct, the Registration Statement or the Prospectus as contemplated by clause (z) of the second sentence of Section 4(d)). The Issuer may, from time to time, request information from each of the Dealers concerning any Notes purchased by such Dealer that remain unsold to investors or other purchasers. “New York Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in New York City.