Common use of Ongoing Compliance Clause in Contracts

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

Ongoing Compliance. (i) If during the Prospectus Delivery Period (aA) 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 the light of the circumstances existing when the Prospectus is required to be delivered (or required to be delivered but for Rule 172 under the Securities Act) to a purchaser, not misleading, misleading or (bB) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents 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, law and (ii) if at any time prior to the Closing Date (aA) any event shall occur or condition shall exist as a result of which the General Disclosure Package Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchaserunder which they were made, not misleading or (bB) it is necessary to amend or supplement the General Disclosure Package Time of Sale Information to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representatives may designate designate, such amendments or supplements to the General Disclosure Package Time of Sale Information as may be necessary so that the statements in the General Disclosure Package Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchaserunder which they were made, be misleading or so that the General Disclosure Package Time of Sale Information will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period Period, (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company Issuers and MPT will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents 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 (ii2) if at any time prior to the Closing Date (ai) any event shall occur or condition shall exist as a result of which any of the General Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement any of the General Pricing Disclosure Package to comply with law, the Company Issuers and MPT will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents and to such dealers as the Sales Agents may designate such amendments or supplements to the General Disclosure Package as may be necessary so that the statements in the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchaser, be misleading or so that the General Disclosure Package will comply with law.paragraph

Ongoing Compliance. The Company 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 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) If the occurrence of any event that would reasonably be expected to cause the Company to withdraw, rescind or terminate the Exchange Offer or would permit the Company to exercise any right not to exchange the Old Notes tendered pursuant to the Exchange Offer for New Notes, (ii) any filing made by the Company 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 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 (ai) 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 the light of the circumstances existing when at the Prospectus time such Exchange Offer Material is delivered to a purchaserholder of the Old Notes, not misleading, or (bii) it is necessary to amend or supplement the Prospectus any Exchange Offer Material to comply with law, the Company will immediately notify the Sales Agents you thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents and to such dealers as the Sales Agents 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 (ii) if at any time prior to the Closing Date (a) any event shall occur or condition shall exist as a result of which the General Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchaser, not misleading or (b) it is necessary to amend or supplement the General Disclosure Package to comply with law, the Company will immediately notify the Sales Agents thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents and to such dealers as the Sales Agents may designate Dealer Manager such amendments or supplements to the General Disclosure Package such Exchange Offer Material as may be necessary so that the statements in the General Disclosure Package such Exchange Offer Material as so amended or supplemented will not, in the light of the circumstances existing when at the General Disclosure Package is time delivered to a purchaserholder of the Old Notes, be misleading or so that the General Disclosure Package such Exchange Offer Material will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriter and to such dealers as the Sales Agents Underwriter 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, law and (ii2) if at any time prior to the Closing Date (ai) any event shall occur or condition shall exist as a result of which the General Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, not misleading or (bii) it is necessary to amend or supplement the General Disclosure Package to comply with law, the Company will immediately notify the Sales Agents Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriter and to such dealers as the Sales Agents Underwriter may designate designate, such amendments or supplements to the General Disclosure Package as may be necessary so that the statements in the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package it is delivered to a purchaserso delivered, be misleading misleading, or so that the General Disclosure Package as so amended or supplemented, will comply with the law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative may designate such amendments or supplements to the Prospectus (or any document to be filed with the Commission) 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 ) 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 (ii2) if at any time prior to the Closing Date (ai) any event or development shall occur or condition shall exist as a result of which the General Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Pricing Disclosure Package to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative may designate designate, such amendments or supplements to the General Pricing Disclosure Package (or any document to be filed with the Commission) as may be necessary so that the statements in the General Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the General Pricing Disclosure Package will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents 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, law and (ii2) if at any time prior to the First Closing Date (ai) any event shall occur or condition shall exist as a result of which the General Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, not misleading or (bii) it is necessary to amend or supplement the General Disclosure Package to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative(s) may designate designate, such amendments or supplements to the General Disclosure Package as may be necessary so that the statements in the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, be misleading or so that the General Disclosure Package will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriter and to such dealers as the Sales Agents Underwriter 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, law and (ii2) if at any time prior to the Closing Date (ai) any event shall occur or condition shall exist as a result of which the General Disclosure Package Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, not misleading misleading, or (bii) it is necessary to amend or supplement the General Disclosure Package Time of Sale Information to comply with law, the Company will immediately notify the Sales Agents Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriter and to such dealers as the Sales Agents Underwriter may designate designate, such amendments or supplements to the General Disclosure Package Time of Sale Information as may be necessary so that the statements in the General Disclosure Package Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, be misleading or so that the General Disclosure Package Time of Sale Information will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriter and to such dealers as the Sales Agents Underwriter 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, law and (ii2) if at any time prior to the Closing Date (ai) any event shall occur or condition shall exist as a result of which the General Disclosure Package Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, not misleading or (bii) it is necessary to amend or supplement the General Disclosure Package Time of Sale Information to comply with law, the Company will immediately notify the Sales Agents Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriter and to such dealers as the Sales Agents Underwriter may designate designate, such amendments or supplements to the General Disclosure Package Time of Sale Information as may be necessary so that the statements in the General Disclosure Package Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, be misleading or so that the General Disclosure Package Time of Sale Information will comply with law.

Ongoing Compliance. The Company will comply with the applicable Securities Act and the Exchange Act, Chilean law and the rules and regulations of the New York Stock Exchange, Xxxxxxxx Stock Exchange, the Valparaíso Stock Exchange and the Electronic Stock Exchange so as to permit the completion of the distribution of the ADSs as contemplated in this Agreement, the Registration Statement, the Pricing Disclosure Package or the Prospectus and (i1) If if during the Prospectus Delivery Period (ai) 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately promptly notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents 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 (ii2) if at any time prior to the Closing Date (ai) any event or development shall occur or condition shall exist as a result of which the General Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Pricing Disclosure Package to comply with law, the Company will immediately promptly notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representatives may designate such amendments or supplements to the General Pricing Disclosure Package as may be necessary so that the statements in the General Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the General Pricing Disclosure Package will comply with law.

Ongoing Compliance. (i) If during the Prospectus Delivery Period (aA) 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaserHolder, not misleading, misleading or (bB) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately promptly notify the Sales Dealer Managers and the Subscription Agents thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Dealer Managers and the Subscription Agents and to such dealers as the Sales Dealer Managers or the Subscription Agents 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 purchaserHolder, be misleading or so that the Prospectus will comply with law, law and (ii) if at any time prior to the Closing Date (aA) any event or development shall occur or condition shall exist as a result of which the General Disclosure Package any Offering Materials as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package Offering Materials is delivered to a purchaserHolder, not misleading or (bB) it is necessary to amend or supplement the General Disclosure Package Offering Materials to comply with law, the Company will immediately promptly notify the Sales Dealer Managers and the Subscription Agents thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Subscription Agents and to such dealers as the Sales Subscription Agents may designate such amendments or supplements to the General Disclosure Package Offering Materials as may be necessary so that the statements in the General Disclosure Package Offering Materials as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package Offering Materials is delivered to a purchaserHolder, be misleading or so that the General Disclosure Package Offering Materials will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters, the Forward Purchaser and the Forward Seller thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters, the Forward Purchaser and the Forward Seller and to such dealers as the Sales Agents 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 (ii2) if at any time prior to the Closing Date (ai) any event or development shall occur or condition shall exist as a result of which the General Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Pricing Disclosure Package to comply with law, the Company will immediately notify the Sales Agents Underwriters, the Forward Purchaser and the Forward Seller thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters, the Forward Purchaser and the Forward Seller and to such dealers as the Sales Agents Representatives may designate such amendments or supplements to the General Pricing Disclosure Package as may be necessary so that the statements in the General Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the General Pricing Disclosure Package will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (cSection 5(c) abovehereof, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents 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, law and (ii2) if at any time prior to the Closing Date (ai) any event shall occur or condition shall exist as a result of which the General Disclosure Package Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package Time of Sale Information is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Disclosure Package Time of Sale Information to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (cSection 5(c) abovehereof, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative may designate designate, such amendments or supplements to the General Disclosure Package Time of Sale Information as may be necessary so that the statements in the General Disclosure Package Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package Time of Sale Information is delivered to a purchaser, be misleading or so that the General Disclosure Package Time of Sale Information will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative[s] 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 (ii2) if at any time prior to the Closing Date (ai) any event or development shall occur or condition shall exist as a result of which the General Disclosure Package disclosure package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package disclosure package is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Disclosure Package disclosure package to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative[s] may designate such amendments or supplements to the General Disclosure Package disclosure package as may be necessary so that the statements in the General Disclosure Package disclosure package as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package disclosure package is delivered to a purchaser, be misleading or so that the General Disclosure Package disclosure package will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company will immediately will, as soon as practicable, but in no event later than one business day, notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative 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, applicable law and (ii2) if at any time prior to the Closing Date or any Additional Closing Date, as the case may be, (ai) any event or development shall occur or condition shall exist as a result of which the General Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Pricing Disclosure Package to comply with applicable law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative may designate such amendments or supplements to the General Pricing Disclosure Package (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the General Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the General Pricing Disclosure Package will comply with applicable law.

Ongoing Compliance. (ia) If during the Prospectus Delivery Period (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents 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, law and (iib) if at any time prior to the Closing Date (ai) any event shall occur or condition shall exist as a result of which the General Disclosure Package Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package Time of Sale Information is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Disclosure Package Time of Sale Information to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative may designate designate, such amendments or supplements to the General Disclosure Package Time of Sale Information as may be necessary so that the statements in the General Disclosure Package Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, be misleading or so that the General Disclosure Package Time of Sale Information will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriter and to such dealers as the Sales Agents Underwriter 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, law and (ii2) if at any time prior to the Closing Date (ai) any event shall occur or condition shall exist as a result of which the General Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, not misleading or (bii) it is necessary to amend or supplement the General Disclosure Package to comply with law, the Company will immediately notify the Sales Agents Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriter and to such dealers as the Sales Agents Underwriter may designate designate, such amendments or supplements to the General Disclosure Package as may be necessary so that the statements in the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, be misleading or so that the General Disclosure Package will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters, the Forward Purchaser and the Forward Seller thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters, the Forward Purchaser and the Forward Seller and to such dealers as the Sales Agents 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 and (ii2) if at any time prior to the Closing Date (ai) any event or development shall occur or condition shall exist as a result of which the General Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Pricing Disclosure Package to comply with law, the Company will immediately notify the Sales Agents Underwriters, the Forward Purchaser and the Forward Seller thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters, the Forward Purchaser and the Forward Seller and to such dealers as the Sales Agents Representatives may designate such amendments or supplements to the General Pricing Disclosure Package (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the General Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the General Pricing Disclosure Package will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representatives may designate such amendments or supplements to the Prospectus (or any document to be filed with the Commission) 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 ) 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 (ii2) if at any time prior to the Closing Date (ai) any event or development shall occur or condition shall exist as a result of which the General Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Pricing Disclosure Package to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representatives may designate designate, such amendments or supplements to the General Pricing Disclosure Package (or any document to be filed with the Commission) as may be necessary so that the statements in the General Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the General Pricing Disclosure Package will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Underwriters 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 (ii2) if at any time prior to the Closing Date (ai) any event shall occur or condition shall exist as a result of which the General Disclosure Package Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, not misleading or (bii) it is necessary to amend or supplement the General Disclosure Package Time of Sale Information to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Underwriters may designate designate, such amendments or supplements to the General Disclosure Package Time of Sale Information as may be necessary so that the statements in the General Disclosure Package Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, be misleading or so that the General Disclosure Package Time of Sale Information will comply with lawlaw and (3) if at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or any Preliminary Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus, or the Preliminary Prospectus and the Prospectus to eliminate or correct such conflict, untrue statement or omission.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish furnish, at its own expense, to the Sales Agents Underwriters and to such dealers as the Sales Agents 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 (ii2) if at any time prior to the Closing Date (ai) any event or development shall occur or condition shall exist as a result of which the General Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Pricing Disclosure Package to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish furnish, at its own expense, to the Sales Agents Underwriters and to such dealers as the Sales Agents Representatives may designate designate, such amendments or supplements to the General Pricing Disclosure Package as may be necessary so that the statements in the General Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the General Pricing Disclosure Package will comply with law; and (3) if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof.

Ongoing Compliance. (i) The Company will comply with the Securities Act so as to permit the completion of the distribution of the Offered Shares as contemplated in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus. If during the Prospectus Delivery Period (ai) any event shall occur or condition shall exist as a result of which the Registration Statement 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 not misleading, (ii) any event shall occur or condition shall exist as a result of which the General Disclosure Package or the 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 required to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, be stated therein or (b) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents and to such dealers as the Sales Agents 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 (ii) if at any time prior to the Closing Date (a) any event shall occur or condition shall exist as a result of which the General Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser, not misleading or (biii) it is necessary to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, and file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative may designate designate, such amendments or supplements as may be necessary to correct such statement or omission or so that the Registration Statement, the General Disclosure Package as may be necessary so that or the statements in the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchaser, be misleading or so that the General Disclosure Package Prospectus will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative may designate such amendments or supplements to the Prospectus (or any document to be filed with the Commission) 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) 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 (ii2) if at any time prior to the Closing Date (ai) any event or development shall occur or condition shall exist as a result of which the General Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Pricing Disclosure Package to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representative may designate designate, such amendments or supplements to the General Pricing Disclosure Package (or any document to be filed with the Commission) as may be necessary so that the statements in the General Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the General Pricing Disclosure Package will comply with law.

Ongoing Compliance. (i) If during the Prospectus Delivery Period (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriter and to such dealers as the Sales Agents Underwriter 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, law and (ii2) if at any time prior to the Closing Date (ai) any event shall occur or condition shall exist as a result of which the General Disclosure Package Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, not misleading or (bii) it is necessary to amend or supplement the General Disclosure Package Time of Sale Information to comply with law, the Company will immediately notify the Sales Agents Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriter and to such dealers as the Sales Agents Underwriter may designate designate, such amendments or supplements to the General Disclosure Package Time of Sale Information as may be necessary so that the statements in the General Disclosure Package Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchasercircumstances, be misleading or so that the General Disclosure Package Time of Sale Information will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents 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 (ii2) if at any time prior to the Closing Date (ai) any event shall occur or condition shall exist as a result of which the General Disclosure Package Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package Time of Sale Information is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Disclosure Package Time of Sale Information to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representatives may designate such amendments or supplements to the General Disclosure Package Time of Sale Information as may be necessary so that the statements in the General Disclosure Package Time of Sale Information as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package Time of Sale Information is delivered to a purchaser, be misleading or so that the General Disclosure Package Time of Sale Information will comply with law.

Ongoing Compliance. The Company will comply with the Securities Act and the Exchange Act, as applicable, so as to permit the completion of the 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) If the occurrence of any event that would reasonably be expected to cause the Company to withdraw, rescind or terminate the Offers or would permit the Company to exercise any right not to purchase or exchange the Outstanding Notes tendered pursuant to the Offers, (ii) any filing made by the Company of information relating to the 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 any 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 (ai) 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 the light of the circumstances existing when at the Prospectus time such Offer Material is delivered to a purchaserholder of the Outstanding Notes, not misleading, or (bii) it is necessary to amend or supplement the Prospectus any Offer Material to comply with law, the Company will immediately notify the Sales Agents you thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents and to such dealers as the Sales Agents 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 (ii) if at any time prior to the Closing Date (a) any event shall occur or condition shall exist as a result of which the General Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure Package is delivered to a purchaser, not misleading or (b) it is necessary to amend or supplement the General Disclosure Package to comply with law, the Company will immediately notify the Sales Agents thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents and to such dealers as the Sales Agents may designate Dealer Manager such amendments or supplements to the General Disclosure Package such Offer Material as may be necessary so that the statements in the General Disclosure Package such Offer Material as so amended or supplemented will not, in the light of the circumstances existing when at the General Disclosure Package is time delivered to a purchaserholder of the Outstanding Notes, be misleading or so that the General Disclosure Package such Offer Material will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period Period, in the opinion of counsel for the Underwriters or for the Company, (ai) 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents 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 (ii2) if at any time prior to the Closing Date in the opinion of counsel for the Underwriters or for the Company, (ai) any event shall occur or condition shall exist as a result of which the General Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, not misleading or (bii) it is necessary to amend or supplement the General Pricing Disclosure Package to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representatives may designate such amendments or supplements to the General Pricing Disclosure Package as may be necessary so that the statements in the General Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the General Pricing Disclosure Package will comply with law.

Ongoing Compliance. (i1) If during the Prospectus Delivery Period (ai) 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, misleading or (bii) in the opinion of the Representatives’ counsel, it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents 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 (ii2) if at any time prior to the Closing Date (ai) any event shall occur or condition shall exist as a result of which the General Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, not misleading or (bii) in the opinion of the Representative’s counsel, it is necessary to amend or supplement the General Pricing Disclosure Package to comply with law, the Company will immediately notify the Sales Agents Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Sales Agents Underwriters and to such dealers as the Sales Agents Representatives may designate such amendments or supplements to the General Pricing Disclosure Package as may be necessary so that the statements in the General Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the General Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the General Pricing Disclosure Package will comply with law.