Common use of Consent to Amendments and Supplements Clause in Contracts

Consent to Amendments and Supplements. Not to amend or supplement the Time of Sale Document or the Final Offering Memorandum prior to the applicable Closing Date, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaser, unless the Initial Purchaser (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email) shall previously have been advised thereof and shall have provided its written consent thereto (which written consent shall not be required for ordinary course filings under the Exchange Act that are incorporated into the Time of Sale Document or the Final Offering Memorandum) and which are provided to the Initial Purchaser in advance for reasonable comment. Prior to applicable Closing Date, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaser, before using, authorizing, approving or referring to any Company Additional Written Communications, the Company will furnish to the Initial Purchaser and counsel for the Initial Purchaser a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Initial Purchaser reasonably objects. The Company consents to the use by the Initial Purchaser of a Company Additional Written Communication that contains (i) information describing the preliminary terms of the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement. The Company will give the Initial Purchaser notice of its intention to make any such communication from and after the date hereof through the Closing Date (or, if later, through the completion of the distribution of the Securities by the Initial Purchaser to Subsequent Purchasers (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email)) and will furnish the Initial Purchaser with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Initial Purchaser or its counsel reasonably shall object.

Consent to Amendments and Supplements. Not to amend or supplement the Time of Sale Document or the Final Offering Memorandum prior to the applicable Closing Date, or at any later time prior to the completion of the resale by the Initial Purchaser Purchasers of all the Securities purchased by the Initial PurchaserPurchasers, unless the Initial Purchaser (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email) Purchasers shall previously have been advised thereof and shall have provided its written consent thereto (which written consent shall not be required for ordinary course filings under the Exchange Act that are incorporated into the Time of Sale Document or the Final Offering Memorandum) and which are provided to the Initial Purchaser in advance for reasonable commentthereto. Prior to applicable Closing DateBefore making, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaserpreparing, before using, authorizing, approving or referring to any Company Additional Written Communications, the Company will furnish to the Initial Purchaser Representative and counsel for the Initial Purchaser Purchasers a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Initial Purchaser Representative reasonably objects. The Company consents to the use by the Initial Purchaser Purchasers of a Company Additional Written Communication that contains (i) information describing the preliminary terms of the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement. The Company has given the Initial Purchasers notice of any filings made pursuant to the Exchange Act within 48 hours prior to the date hereof. The Company will give the Initial Purchaser Purchasers notice of its intention to make any such communication filing from and after the date hereof through the Closing Date (or, if later, through the completion of the distribution of the Securities by the Initial Purchaser Purchasers to Subsequent Purchasers (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email)Purchasers) and will furnish the Initial Purchaser Purchasers with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Initial Purchaser Purchasers or its their counsel reasonably shall object.

Consent to Amendments and Supplements. Not to amend or supplement the Time of Sale Document or the Final Offering Memorandum prior to the applicable Closing Date, or at any later time prior to the completion of the resale by the Initial Purchaser Purchasers of all the Securities purchased by the Initial PurchaserPurchasers, unless the Initial Purchaser (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email) Purchasers shall previously have been advised thereof and shall have provided its their written consent thereto (which written consent shall not be required for ordinary course filings under the Exchange Act that are incorporated into the Time of Sale Document or the Final Offering Memorandum) and which are provided to the Initial Purchaser in advance for reasonable commentthereto. Prior to applicable Closing DateBefore making, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaserpreparing, before using, authorizing, approving or referring to any Company Additional Written Communications, the Company will furnish to the Initial Purchaser Representative and counsel for the Initial Purchaser Purchasers a copy of such written communication for review and will not not, unless required by Applicable Law, make, prepare, use, authorize, approve or refer to any such written communication to which the Initial Purchaser Representative reasonably objects. The Company consents and the Guarantors consent to the use by the Initial Purchaser Purchasers of a Company Additional Written Communication that contains (iA) information describing the preliminary terms of the Securities or their offering or (iiB) information that describes the final terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement. The Company has given the Initial Purchasers notice of any filings made pursuant to the Exchange Act within 48 hours prior to the date hereof. The Company will give the Initial Purchaser Purchasers notice of its intention to make any such communication filing from and after the date hereof through the Closing Date (or, if later, through the completion of the distribution of the Securities by the Initial Purchaser Purchasers to Subsequent Purchasers (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email)Purchasers) and will furnish the Initial Purchaser Purchasers with copies of any such documents a reasonable amount of time prior to such proposed filing, filing as the case may be, and will not file or use any such document to which the Initial Purchaser Purchasers or its counsel shall reasonably shall object.

Consent to Amendments and Supplements. Not to amend or supplement the Time of Sale Document or the Final Offering Memorandum prior to the applicable Closing Date, or at any later time prior to the completion of the resale Exempt Resales by the Initial Purchaser of all the Securities purchased by the Initial Purchaser, unless the Initial Purchaser (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email) shall previously have been advised thereof and shall have provided its written consent thereto (which written such consent shall not to be required for ordinary course filings under the Exchange Act that are incorporated into the Time of Sale Document or the Final Offering Memorandum) and which are provided to the Initial Purchaser in advance for reasonable commentunreasonably withheld). Prior to applicable Closing DateBefore making, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaserpreparing, before using, authorizing, approving or referring to any Company Additional Written CommunicationsCommunications in addition to those identified in Schedule II, the Company will furnish to the Initial Purchaser and counsel for the Initial Purchaser a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Initial Purchaser reasonably objects. Schedule II may be supplemented at any time by the Company to reflect any such additional Company Additional Written Information that meets the requirements of this clause. The Company consents and the Guarantors consent to the use by the Initial Purchaser of a Company Additional Written Communication identified in Schedule II and any other Company Additional Written Communication that contains (iA) information describing the preliminary terms of the Securities or their offering or (iiB) information that describes the final terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement; provided that the Initial Purchaser has notified the Company in advance in writing of their use of such Company’s Additional Written Communication and received the Company’s consent to use such information (such consent not to be unreasonably withheld). The Upon knowing or becoming aware, the Company will give the Initial Purchaser notice of its intention to make any such communication Exchange Act filings from and after the date hereof through the Closing Date (or, if later, through the completion of the distribution of the Securities Exempt Resales by the Initial Purchaser to Subsequent Purchasers (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by emailPurchasers)) and will furnish the Initial Purchaser with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Initial Purchaser or its counsel reasonably shall object.

Consent to Amendments and Supplements. Not to amend or supplement the Time of Sale Document or the Final Offering Memorandum prior to the applicable Closing Date, or at any later time prior to the completion of the resale by the Initial Purchaser Purchasers of all the Securities purchased by the Initial PurchaserPurchasers, unless the Initial Purchaser (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email) Purchasers shall previously have been advised thereof and shall have provided its written consent thereto (which written consent shall not be required for ordinary course filings under the Exchange Act that are incorporated into the Time of Sale Document or the Final Offering Memorandum) and which are provided to the Initial Purchaser in advance for reasonable commentthereto. Prior to applicable Closing DateBefore making, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaserpreparing, before using, authorizing, approving or referring to any Company Additional Written Communications, the Company will furnish to the Initial Purchaser Representatives and counsel for the Initial Purchaser Purchasers a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Initial Purchaser Representatives reasonably objectsobject. The Company consents to the use by the Initial Purchaser Purchasers of a Company Additional Written Communication that contains (i) information describing the preliminary terms of the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement. The Company has given the Initial Purchasers notice of any filings made pursuant to the Exchange Act within 48 hours prior to the date hereof. The Company will give the Initial Purchaser Purchasers notice of its intention to make any such communication filing from and after the date hereof through the Closing Date (or, if later, through the completion of the distribution of the Securities by the Initial Purchaser Purchasers to Subsequent Purchasers (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email)Purchasers) and will furnish the Initial Purchaser Purchasers with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Initial Purchaser Purchasers or its counsel reasonably shall object.

Consent to Amendments and Supplements. Not to amend or supplement the Time of Sale Document or the Final Offering Memorandum prior to the applicable Closing Date, or at any later time prior to the completion of the resale by the Initial Purchaser Purchasers of all the Securities US-DOCS\102962941.8 purchased by the Initial PurchaserPurchasers, unless the Initial Purchaser (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email) Purchasers shall previously have been advised thereof and shall have provided its written consent thereto (which written consent shall not be required for ordinary course filings under the Exchange Act that are incorporated into the Time of Sale Document or the Final Offering Memorandum) and which are provided to the Initial Purchaser in advance for reasonable commentthereto. Prior to applicable Closing DateBefore making, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaserpreparing, before using, authorizing, approving or referring to any Company Additional Written Communications, the Company will furnish to the Initial Purchaser Representatives and counsel for the Initial Purchaser Purchasers a copy of such written communication for review at least one business day prior to the proposed use or filing and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Initial Purchaser Representatives reasonably objectsobject promptly following receipt. The Company consents to the use by the Initial Purchaser Purchasers of a Company Additional Written Communication that contains (iA) information describing the preliminary terms of the Securities or their offering or (iiB) information that describes the final terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement, provided that it has received a copy thereof and did not reasonably object thereto. The Company will give the Initial Purchaser Purchasers notice of its intention to make any such communication filing pursuant to the Exchange Act from and after the date hereof through the Closing Date (or, if later, through the earlier of completion of the distribution of the Securities by the Initial Purchaser Purchasers to Subsequent Purchasers (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email)Purchasers) and will furnish the Initial Purchaser Purchasers with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Initial Purchaser Purchasers or its counsel shall reasonably shall object.

Consent to Amendments and Supplements. Not to amend or supplement the Time of Sale Document or the Final Offering Memorandum prior to the applicable Closing Date, or at any later time prior to the completion of the resale by the Initial Purchaser Purchasers of all the Securities purchased by the Initial PurchaserPurchasers, unless the Initial Purchaser (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email) Purchasers shall previously have been advised thereof and shall have provided its their written consent thereto (which written consent shall not be required for ordinary course filings under the Exchange Act that are incorporated into the Time of Sale Document or the Final Offering Memorandum) and which are provided to the Initial Purchaser in advance for reasonable commentthereto. Prior to applicable Closing DateBefore making, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaserpreparing, before using, authorizing, approving or referring to any Company Additional Written Communications, the Company will furnish to the Initial Purchaser Representatives and counsel for the Initial Purchaser Purchasers a copy of such written communication for review and will not not, unless required by Applicable Law, make, prepare, use, authorize, approve or refer to any such written communication to which the Initial Purchaser Representatives reasonably objectsobject. The Company consents and the Guarantors consent to the use by the Initial Purchaser Purchasers of a Company Additional Written Communication that contains (iA) information describing the preliminary terms of the Securities or their offering or (iiB) information that describes the final terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement. The Company has given the Initial Purchasers notice of any filings made pursuant to the Exchange Act within 48 hours prior to the date hereof. The Company will give the Initial Purchaser Purchasers notice of its intention to make any such communication filing from and after the date hereof through the Closing Date (or, if later, through the completion of the distribution of the Securities by the Initial Purchaser Purchasers to Subsequent Purchasers (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email)Purchasers) and will furnish the Initial Purchaser Purchasers with copies of any such documents a reasonable amount of time prior to such proposed filing, filing as the case may be, and will not file or use any such document to which the Initial Purchaser Purchasers or its counsel shall reasonably shall object.

Consent to Amendments and Supplements. Not to amend or supplement the Time of Sale Document or the Final Offering Memorandum prior to the applicable Closing Date, or at any later time prior to the completion of the resale by the Initial Purchaser Purchasers of all the Securities purchased by the Initial PurchaserPurchasers, unless the Initial Purchaser (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email) Purchasers shall previously have been advised thereof and shall have provided its written consent thereto (which written consent shall not be required for ordinary course filings under the Exchange Act that are incorporated into the Time of Sale Document or the Final Offering Memorandum) and which are provided to the Initial Purchaser in advance for reasonable commentthereto. Prior to applicable Closing DateBefore making, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaserpreparing, before using, authorizing, approving or referring to any Company Additional Written Communications, the Company will furnish to the Initial Purchaser Purchasers and counsel for the Initial Purchaser Purchasers a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Initial Purchaser Purchasers reasonably objects. The Company consents to the use by the Initial Purchaser Purchasers of a Company Additional Written Communication that contains (iA) information describing the preliminary terms of the Securities or their offering or (iiB) information that describes the final terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement. The Company has given the Initial Purchasers notice of any filings made pursuant to the Exchange Act within 48 hours prior to the date hereof. The Company will give the Initial Purchaser Purchasers notice of its intention to make any such communication filing from and after the date hereof through the Closing Date (or, if later, through the completion of the distribution of the Securities by the Initial Purchaser Purchasers to Subsequent Purchasers (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email)Purchasers) and will furnish the Initial Purchaser Purchasers with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Initial Purchaser Purchasers or its counsel reasonably shall object.

Consent to Amendments and Supplements. Not to amend or supplement the Time of Sale Document or the Final Offering Memorandum prior to the applicable Closing Date, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaser, unless the Initial Purchaser (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email) ), unless the Initial Purchaser shall previously have been advised thereof and shall have provided its written consent thereto (which written consent shall not be required for ordinary course filings under the Exchange Act that are incorporated into the Time of Sale Document or the Final Offering Memorandum) and which are provided to the Initial Purchaser in advance for reasonable comment. Prior to applicable Closing Date, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaser, before Before using, authorizing, approving or referring to any Company Additional Written Communications, the Company will furnish to the Initial Purchaser and counsel for the Initial Purchaser a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Initial Purchaser reasonably objects. The Company consents to the use by the Initial Purchaser of a Company Additional Written Communication that contains (iA) information describing the preliminary terms of the Securities or their offering or (iiB) information that describes the final terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement. The Company will give the Initial Purchaser notice of its intention to make any such communication filing from and after the date hereof through the Closing Date (or, if later, through the completion of the distribution of the Securities by the Initial Purchaser to Subsequent Purchasers (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email)) and will furnish the Initial Purchaser with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Initial Purchaser or its counsel shall reasonably shall object.

Consent to Amendments and Supplements. Not to amend or supplement the Time of Sale Document or the Final Offering Memorandum prior to the applicable Closing Date, or at any later time prior to the completion of the resale by the Initial Purchaser Purchasers of all the Securities purchased by the Initial PurchaserPurchasers, unless the Initial Purchaser (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email) Purchasers shall previously have been advised thereof and shall have provided its written consent thereto (which written consent shall not be required for ordinary course filings under the Exchange Act that are incorporated into the Time of Sale Document or the Final Offering Memorandum) and which are provided to the Initial Purchaser in advance for reasonable commentthereto. Prior to applicable Closing DateBefore making, or at any later time prior to the completion of the resale by the Initial Purchaser of all the Securities purchased by the Initial Purchaserpreparing, before using, authorizing, approving or referring to any Company Additional Written Communications, the Company will furnish to the Initial Purchaser Representative and counsel for the Initial Purchaser Purchasers a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Initial Purchaser Representative reasonably objects. The Company consents and the Guarantors consent to the use by the Initial Purchaser Purchasers of a Company Additional Written Communication that contains (iA) information describing the preliminary terms of the Securities or their offering as described in the Time of Sale Document of Final Offering Memorandum or (iiB) information that describes the final terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement. The Company has given the Initial Purchasers notice of any filings made pursuant to the Exchange Act within 48 hours prior to the date hereof. The Company will give the Initial Purchaser Purchasers notice of its intention to make any such communication filing from and after the date hereof through the Closing Date (or, if later, through the completion of the distribution of the Securities by the Initial Purchaser Purchasers to Subsequent Purchasers (to the extent the Initial Purchaser advises the Company in writing of such later occurrence, which advice may be transmitted by email)Purchasers) and will furnish the Initial Purchaser Purchasers with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Initial Purchaser Purchasers or its their counsel reasonably shall object.