Common use of Ongoing Compliance Clause in Contracts

Ongoing Compliance. If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, or (iii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 (provided that, except in the case of clause (iii) above, such requirements to file amendments or supplements to the Pricing Disclosure Package shall be suspended during such time, and only for such time, as a Blackout Period is ongoing).

Ongoing Compliance. (i) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof as promptly as practicable and forthwith prepare and, subject to paragraph (cC) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 law. (provided thatii) 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, except in the case light of clause the circumstances under which they were made, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will notify the Underwriters thereof as promptly as practicable and forthwith prepare and, subject to paragraph (C) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances under which they were made, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof Underwriter and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters Underwriter and to such dealers as the Underwriters Underwriter 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 (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriter and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriter and to such requirements to file dealers as the Underwriter may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters as promptly as practicable thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will notify the Underwriters as promptly as practicable thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) upon the advice of counsel to the Company or the Underwriters, it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately promptly notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) upon the advice of counsel to the Company or the Underwriters, it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the U.S. Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the U.S. Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (i) If at any time during the Prospectus Delivery Period Period: (iA) any event or development shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Final Prospectus so as not to include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing when the Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to Section 3(e) hereof, file with the Commission and furnish, at its own expense, to the Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Final Prospectus so that the statements in the Final Prospectus as so amended or supplemented will not, in light of the circumstances existing when the Final Prospectus is delivered (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) to a purchaser, be misleading; or (B) if in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Final Prospectus to comply with applicable law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to Section 3(e) hereof, file with the Commission and furnish, at its own expense, to the Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Final Prospectus so that the Final Prospectus as amended or supplemented will comply with applicable law; and (ii) if at any time prior to the Closing Date or any Additional Closing Date, as the case may be: (A) any event or development shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package so as to not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing when the Pricing Disclosure Package is delivered to a prospective purchaser, not misleading, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to Section 3(e) hereof, file with the Commission and furnish, at its own expense, to the Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in light of the circumstances existing when the Pricing Disclosure Package is delivered to a prospective purchaser, be misleading; or (B) if any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary Pricing Disclosure Package conflicts with the information contained in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement then on file, or the Prospectus in order to make the statements therein (if in the light opinion of counsel for the circumstances existing at the time the Prospectus is delivered to a purchaserUnderwriter, in the case of the Prospectus), not misleading, or (iii) it is necessary to amend or supplement the Prospectus Pricing Disclosure Package to comply with applicable law, and such conflict or discrepancy is not updated and corrected in the Issuer Final Prospectus, the Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (cSection 3(e) abovehereof, file with the Commission and furnish furnish, at its own expense, to the Dealers and the Underwriters and to such dealers as the Underwriters Representative may designate, 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 (provided that, except in the case of clause (iii) above, such requirements to file amendments or supplements to the Pricing Disclosure Package so that the Pricing Disclosure Package as amended or supplemented will no longer conflict with the Registration Statement, or will comply with applicable law. (iii) Following the consummation of the Offering, the Company shall be suspended during such timeuse its commercially reasonable efforts to obtain and maintain all approvals required in the Cayman Islands to pay and remit outside the Cayman Islands all dividends declared by the Company and payable on the Shares, if any; and use its commercially reasonable efforts to obtain and maintain all approvals, if any, required in the Cayman Islands for the Company to acquire sufficient foreign exchange for the payment of dividends and all other relevant purposes. (iv) The Company shall use its commercially reasonable efforts to rectify or cure any non-compliance, and only for such time, as a Blackout Period is ongoing)implement and maintain content control and other measures in continuing compliance with Singapore laws and regulations concerning information dissemination on the Internet and user privacy protection.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus Prospectuses 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus Prospectuses to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and the Canadian Authorities and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, such amendments or supplements to the Prospectus Prospectuses as may be necessary so that the statements in the Prospectus Prospectuses as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus Prospectuses is delivered to a purchaser, be misleading or so that the Prospectus Prospectuses will comply with law and (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is required to be delivered (or required to be delivered but for Rule 172 under the Securities Act) to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances under which they were made, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances under which they were made, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus Prospectuses 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time the when a Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus Prospectuses to comply with lawapplicable securities laws, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith promptly prepare and, subject to paragraph (c) above, file with the Commission and the Canadian Authorities and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, such amendments or supplements to the Prospectus Prospectuses as may be necessary so that the statements in the Prospectus Prospectuses as so amended or supplemented will not, in the light of the circumstances existing when the a Prospectus is delivered to a purchaser, be misleading or so that the Prospectus Prospectuses will comply with law applicable securities laws and (provided that2) if at any time prior to the Closing Date (or Additional Closing Date, except in the case of clause the Option Shares) (iiii) 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 light of the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with applicable securities laws, the Company will promptly prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with applicable securities laws.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representative may designate, 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances existing when the Time of Sale Information is delivered to a purchaser, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances existing when the Time of Sale Information is delivered to a purchaser, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately as soon as practicable notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will as soon as practicable notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with applicable law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters may designateUnderwriters, 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 (provided that2) 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, except in the case light of clause the circumstances under which they were made, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Underwriters may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at under which they were made or the time the Prospectus is delivered to a purchaser, in the case of the Prospectus)circumstances then prevailing, not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately promptly notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, designate such amendments or supplements to the Prospectus as may be necessary so that to correct such statement or omission or effect such compliance, and (2) if at any time prior to the statements in filing of the Prospectus pursuant to Rule 424(b), (i) any event or development shall occur or condition shall exist as so a result of which the Pricing Disclosure Package as then amended or supplemented will notwould 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 Prospectus is delivered to a purchaserunder which they were made, be not misleading or so that (ii) it is necessary to amend or supplement the Prospectus will Pricing Disclosure Package to comply with law law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (provided that, except in the case of clause (iiic) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall as may be suspended during necessary to correct such time, and only for statement or omission or effect such time, as a Blackout Period is ongoing)compliance.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately promptly notify the Dealers and the Underwriters Representatives thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances under which they were made, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters Underwriter and to such dealers as the Underwriters Underwriter 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriter and to such requirements to file dealers as the Underwriter may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances existing when the Time of Sale Information is delivered to a purchaser, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 law, and (provided that2) if at any time prior to the Closing Date or the Additional Closing Date, except if any, (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 case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (i) If at any time during the Prospectus Delivery Period (iA) any event or development shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiB) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately as soon as practicable, but in no event later than one (1) business day, notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representative may designate, designate such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (or any document to be filed with the Commission and incorporated by reference therein) 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 (provided thatii) if at any time prior to the Closing Date (A) any event or development shall occur or condition shall exist as a result of which the Time of Sale 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, except in the case light of clause the circumstances existing when the Time of Sale Prospectus is delivered to a purchaser, not misleading or (iiiB) it is necessary to amend or supplement the Time of Sale Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Prospectus (or any document to be suspended during such timefiled with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, and only for such timein the light of the circumstances existing when the Time of Sale Prospectus is delivered to a purchaser, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Prospectus will comply with applicable law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Final 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at when the time the Final Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters as promptly as practicable thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, such amendments or supplements to the Final Prospectus or the Registration Statement or a new registration statement as may be necessary so that the statements in the Final Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Final Prospectus is delivered to a purchaser, be misleading or so that the Final Prospectus will comply with law law, and use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (provided that2) if at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b) of the Securities Act (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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will notify the Underwriters as promptly as practicable thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (i) If at any time during the Prospectus Delivery Period (iA) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiB) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters may designateUnderwriters, 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 (provided thatii) if at any time prior to the Closing Date (A) 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, except in the case light of clause the circumstances, not misleading or (iiiB) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters, such requirements to file amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. If at any time If, during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, in the case of the Prospectus)then existing, not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, forthwith at its own expense, the Issuer Company will amend or supplement the Prospectus and furnish such amendment or supplement to the Underwriters, so as to correct such statement or omission or effect such compliance. 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, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, such amendments or supplements to the Prospectus Time of Sale Information as may be necessary so that the statements in the Prospectus Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchasercircumstances, be misleading or so that the Prospectus Time of Sale Information will comply with law (provided that, except in the case of clause (iii) above, such requirements to file amendments or supplements to the Pricing Disclosure Package shall be suspended during such time, and only for such time, as a Blackout Period is ongoing)law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters Underwriter and to such dealers as the Underwriters Underwriter 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriter and to such requirements to file dealers as the Underwriter may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (i) If at any time during the Prospectus Delivery Period (iA) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiB) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 (provided thatii) if at any time prior to the Closing Date (A) 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, except in the case light of clause the circumstances, existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiB) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus Prospectuses 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time the when any Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, or (iiiii) it is necessary to amend or supplement the Prospectus Prospectuses to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters Representatives thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and the Canadian Authorities and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, such amendments or supplements to the Prospectus Prospectuses as may be necessary so that the statements in the Prospectus Prospectuses as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus Prospectuses is delivered to a purchaser, be misleading or so that the Prospectus Prospectuses will comply with law in all material respects and (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Representatives thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Final 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at when the time the Final Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Final Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representative may designate, such amendments or supplements to the Final Prospectus as may be necessary so that the statements in the Final Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Final Prospectus is delivered to a purchaser, be misleading or so that the Final Prospectus will comply with law and (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representative may designate, 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 (provided that2) 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 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, except in the case light of clause the circumstances existing when the Package is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Package to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate such amendments or supplements to the Pricing Disclosure Package shall as may be suspended during such timenecessary so that the statements in the Package as so amended or supplemented will not, and only for such timein the light of the circumstances existing when the Package is delivered to a purchaser, as a Blackout Period is ongoing)be misleading or so that the Package will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and Underwriters in such quantities as the Underwriters Representative may reasonably request and to such dealers as the Underwriters 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 (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (i) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof as promptly as practicable and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 law. (provided thatii) 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, except in the case light of clause the circumstances under which they were made, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will notify the Underwriters thereof as promptly as practicable and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances under which they were made, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately promptly notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, 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 (provided that, except in 2) if at any time prior to the case Closing Date (i) any event shall occur or condition shall exist as a result of clause (iii) above, such requirements to file amendments or supplements to which the Pricing Disclosure Package shall be suspended during such timeas 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 Underwriters thereof and only for such timeprepare and, as a Blackout Period is ongoing).subject to paragraph

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately as soon as practicable notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (cd) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will as soon as practicable notify the Underwriters thereof and forthwith prepare and, subject to paragraph (d) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus or the ADR 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at when the time Prospectus or the ADR Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus or the ADR Prospectus to comply with lawthe Securities Act, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters may designate, designate such amendments or supplements to the Prospectus or the ADR Prospectus as may be necessary so that the statements in the Prospectus or the ADR Prospectus, as applicable, 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 or the ADR Prospectus, as applicable, will comply with law the Securities Act and (provided that2) 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, except in the case light of clause the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with the Securities Act, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Underwriters may designate, such amendments or supplements to the Pricing Disclosure Package shall as may be suspended during such timenecessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, and only for such timein the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, as a Blackout Period is ongoing)be misleading or so that the Pricing Disclosure Package will comply with the Securities Act.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, 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 (provided that2) 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 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, except in the case light of clause the circumstances existing when the Package is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Package to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package shall as may be suspended during such timenecessary so that the statements in the Package as so amended or supplemented will not, and only for such timein the light of the circumstances existing when the Package is delivered to a purchaser, as a Blackout Period is ongoing)be misleading or so that the Package will comply with law.

Ongoing Compliance. (i) If at any time during the Prospectus Delivery Period (iA) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiB) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided thatii) if at any time prior to the Closing Date (A) 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, except in the case light of clause the circumstances, not misleading or (iiiB) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 purchaserpurchaser during the Prospectus Delivery Period, be misleading or so that the Prospectus will comply with law and (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances under which they were made, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances under which they were made, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) upon the advice of counsel to the Company or the Underwriters, it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately as soon as practicable notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 law, and (provided that2) if at any time prior to the Closing Date or the Additional Closing Date, except if any, (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 case light of clause the circumstances, not misleading or (iiiii) upon the advice of counsel to the Company or the Underwriters, it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will as soon as practicable notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the completion of the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (d) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the U.S. Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the U.S. Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (i) If at any time during prior to the Prospectus Delivery Period completion of the initial offering of the Securities (iA) any event shall occur or condition shall exist as a result of which the Prospectus Offering Memorandum 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at when the time the Prospectus Offering Memorandum is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiB) it is necessary to amend or supplement the Prospectus Offering Memorandum to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters Initial Purchasers thereof and forthwith prepare and, subject to paragraph (ca) above, file with the Commission and furnish to the Dealers and the Underwriters Initial Purchasers and to such dealers as the Underwriters Representative may designate, such amendments or supplements to the Prospectus Offering Memorandum as may be necessary so that the statements in the Prospectus Offering Memorandum as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus Offering Memorandum is delivered to a purchaser, be misleading or so that the Prospectus Offering Memorandum will comply with law and (provided thatii) if at any time prior to the Closing Date (A) 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, except in the case light of clause the circumstances, not misleading or (iiiB) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (a) above, furnish to the Initial Purchasers and to such requirements to file dealers as the Initial Purchasers may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (i) If at any time during the Prospectus Delivery Period (iA) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiB) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided thatii) if at any time prior to the Closing Date (A) 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, except in the case light of clause the circumstances, not misleading or (iiiB) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiib) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof as promptly as practicable and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 law. (provided that2) 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, except in the case light of clause the circumstances under which they were made, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will notify the Underwriters thereof as promptly as practicable and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances under which they were made, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and and, at its own expense, furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (or any document to be filed with the Commission and incorporated by reference therein) 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 law. (provided that2) 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, except in the case light of clause the circumstances under which they were made, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will notify the Underwriters thereof as promptly as practicable and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances under which they were made, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters Representatives thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and upon the Representative’s request furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and and, at its own expense, furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (or any document to be filed with the Commission and incorporated by reference therein) 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 law. (provided that2) 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, except in the case light of clause the circumstances under which they were made, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will notify the Underwriters thereof as promptly as practicable and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances under which they were made, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately promptly notify the Dealers and the Underwriters Representatives thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances existing when the Time of Sale Information is delivered to a purchaser, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement supple- ment the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the U.S. Commission and furnish to the Dealers and the Underwriters Underwriter and to such dealers as the Underwriters Underwriter 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the U.S. Commission (to the extent required) and furnish to the Underwriter and to such requirements to file dealers as the Underwriter may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters Representatives thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and upon the Representatives' request furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters Representatives thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and upon the Representatives’ request furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and upon the Representatives’ request furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 (provided that2) if at any time prior to the Closing Date or the Additional Closing Date, except as the case may be, (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 case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. If The Company and the Guarantors will comply with the Securities Act and the Exchange Act, as applicable, so as to permit the completion of the Exchange Offer and the issuance of the New Securities pursuant thereto as contemplated in the Registration Statement, any Preliminary Prospectus and the Prospectus. The Company shall immediately notify the Representative, and confirm such notice in writing, of (i) the occurrence of any event that could reasonably be expected to cause the Company and the Guarantors to withdraw, rescind or terminate the Exchange Offer or would permit the Company and the Guarantors to exercise any right not to exchange the Old Securities tendered pursuant to the Exchange Offer for New Securities, (ii) any filing made by the Company or the Guarantors of information relating to the Exchange Offer with any securities exchange or any other regulatory body in the United States or any other jurisdiction and (iii) at any time prior to the Expiration Date, any material developments in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company or the Guarantors that (A) make any statement in the Exchange Offer Materials false or misleading or (B) are not disclosed in the Exchange Offer Materials. In such event or if during the Prospectus Delivery Period such time (i) any event shall occur or condition shall exist as a result of which the Prospectus any Exchange Offer Material as then amended or supplemented would include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, in the case holder of the Prospectus)Old Securities, not misleading, or (iiiii) it is necessary to amend or supplement the Prospectus any Exchange Offer Material to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters Representative thereof and forthwith prepare and, subject to paragraph (ca) above, file with the Commission (to the extent required) and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters may designate, Representative such amendments or supplements to the Prospectus such Exchange Offer Material as may be necessary so that the statements in the Prospectus such Exchange Offer Material as so amended or supplemented will not, in the light of the circumstances existing when at the Prospectus is time delivered to a purchaserholder of the Old Securities, be misleading or so that the Prospectus such Exchange Offer Material will comply with law (provided that, except in the case of clause (iii) above, such requirements to file amendments or supplements to the Pricing Disclosure Package shall be suspended during such time, and only for such time, as a Blackout Period is ongoing)law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Final 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at when the time the Final Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Final Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, such amendments or supplements to the Final Prospectus as may be necessary so that the statements in the Final Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Final Prospectus is delivered to a purchaser, be misleading or so that the Final Prospectus will comply with law and (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (or including such document to be incorporated by reference therein) 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information (or any document to be suspended during such timefiled with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances under which they were made, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof as promptly as practicable and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 law. (provided that2) 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, except in the case light of clause the circumstances under which they were made, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will notify the Underwriters thereof as promptly as practicable and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances under which they were made, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately promptly notify the Dealers and the Underwriters Representative thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters 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 (provided that2) 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, except in the case light of clause the circumstances existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representative may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances under which they were made, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, in the case purchaser of the Prospectus)Units, not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately promptly notify the Dealers and the Underwriters Placement Agent thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters Placement Agent and to such dealers as the Underwriters Placement Agent 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 (provided that2) 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, except in the case light of clause the circumstances, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will promptly notify Placement Agent thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to Placement Agent and to such requirements to file dealers as Placement Agent may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. If The Company will comply with the Securities Act and the Exchange Act, as applicable, so as to permit the completion of the Tender/Exchange Offers and the issuance of the New Notes pursuant thereto as contemplated in the Registration Statement, any Preliminary Prospectus and the Prospectus. The Company shall immediately notify you, and confirm such notice in writing, of (i) the occurrence of any event that would reasonably be expected to cause the Company to withdraw, rescind or terminate the Tender/Exchange Offers or would permit the Company to exercise any right not to purchase or exchange the Outstanding Notes tendered pursuant to the Tender/Exchange Offers, (ii) any filing made by the Company of information relating to the Tender/Exchange Offers with any securities exchange or any other regulatory body in the United States or any other jurisdiction and (iii) at any time prior to the Expiration Date, any material developments in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company that (A) make any statement in the Offer Materials false or misleading or (B) are not disclosed in the Offer Materials. In such event or if during the Prospectus Delivery Period such time (i) any event shall occur or condition shall exist as a result of which the Prospectus any Offer Material as then amended or supplemented would include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time the Prospectus such Offer Material is delivered to a purchaser, in the case holder of the Prospectus)Outstanding Notes, not misleading, or (iiiii) it is necessary to amend or supplement the Prospectus any Offer Material to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters you thereof and forthwith prepare and, subject to paragraph (ca) above, file with the Commission (to the extent required) and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters may designate, Dealer Manager such amendments or supplements to the Prospectus such Offer Material as may be necessary so that the statements in the Prospectus such Offer Material as so amended or supplemented will not, in the light of the circumstances existing when at the Prospectus is time delivered to a purchaserholder of the Outstanding Notes, be misleading or so that the Prospectus such Offer Material will comply with law (provided that, except in the case of clause (iii) above, such requirements to file amendments or supplements to the Pricing Disclosure Package shall be suspended during such time, and only for such time, as a Blackout Period is ongoing)law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time when the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives 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 (provided that2) 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, except in the case light of clause the circumstances, existing when the Time of Sale Information is delivered to a purchaser, not misleading or (iiiii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such requirements to file dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.

Ongoing Compliance. If If, at any time during the Prospectus Delivery Period Period, any event occurs as a result of which the Prospectus, as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) advise the Representatives and confirm such advice in writing; (ii) prepare and file with the Commission, subject to the first sentence of paragraph (b) of this Section 4, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance; and (iii) supply any supplemented Prospectus to the Underwriters in such quantities as they may reasonably request. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Prospectus 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 required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances, not misleading, misleading or (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, or (iii) it is necessary to amend or supplement the Prospectus Time of Sale Information to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters thereof and forthwith prepare and, subject to paragraph (cb) of section 4 above, file with the Commission (to the extent required) and furnish to the Dealers and the Underwriters and to such dealers as the Underwriters Representatives may designate, such amendments or supplements to the Prospectus Time of Sale Information as may be necessary so that the statements in the Prospectus Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchasercircumstances, be misleading or so that the Prospectus Time of Sale Information will comply with law (provided that, except in the case of clause (iii) above, such requirements to file amendments or supplements to the Pricing Disclosure Package shall be suspended during such time, and only for such time, as a Blackout Period is ongoing)law.

Ongoing Compliance. (1) If at any time during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Final 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 light of the circumstances, not misleading, (ii) (A) in the judgment of the Issuer or (B) in the reasonable opinion of the Underwriters, the Dealers or Counterparty, it becomes necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein (in the light of the circumstances existing at when the time the Final Prospectus is delivered to a purchaser, in the case of the Prospectus), not misleading, misleading or (iiiii) it is necessary to amend or supplement the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with law, the Issuer Company will immediately notify the Dealers and the Underwriters Underwriter as promptly as practicable thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Dealers and the Underwriters Underwriter and to such dealers as the Underwriters Underwriter may designate, such amendments or supplements to the Final Prospectus or the Registration Statement or a new registration statement as may be necessary so that the statements in the Final Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Final Prospectus is delivered to a purchaser, be misleading or so that the Final Prospectus will comply with law (provided thatlaw, except and use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in the case use of clause the Final Prospectus and (iii2) if at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b) of the Securities Act (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, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will notify the Underwriter as promptly as practicable thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriter and to such requirements to file dealers as the Underwriter may designate, such amendments or supplements to the Pricing Disclosure Package shall Time of Sale Information as may be suspended during such timenecessary so that the statements in the Time of Sale Information as so amended or supplemented will not, and only for such timein the light of the circumstances, as a Blackout Period is ongoing)be misleading or so that the Time of Sale Information will comply with law.