Common use of Subsequent Delivery of Officers' Certificates Clause in Contracts

Subsequent Delivery of Officers' Certificates. The Company agrees that during each Marketing Period, each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement), each time the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of an officers' certificate under this Section 6(b) as a condition to the purchase of Notes pursuant to such Purchase Agreement and each time the Company files with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K unless an Agent shall otherwise reasonably request), the Company shall submit to the Agents and their counsel a certificate of the President or Vice President or a principal financial or accounting officer of the Company, (i) as of the date of such amendment, supplement and Time of Delivery relating to such sale or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, as of the first day of the next succeeding Marketing Period, representing that the statements contained in the certificate referred to in Section 5(h) hereof which was last furnished to the Agents are true and correct at the time of such amendment, supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented at such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(h), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate.

Subsequent Delivery of Officers' Certificates. The Company agrees that during During each Marketing Period, each time (i) that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), each time (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of an officers' certificate under this Section 6(b) as a condition to the purchase of Notes pursuant to such Purchase Agreement and each time Agreement, the Company files with the Commission any document shall, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus (other than any Current Report on Form 8-K unless an Agent shall otherwise reasonably request)or request by the Agents, or concurrently with the Company shall submit Time of Delivery relating to such sale, furnish to the Agents and their counsel a certificate of the President or Vice President or a principal financial or accounting officer of the Company, (i) as of the date of such amendment, supplement and supplement, filing or Time of Delivery relating to such sale or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, as of the first day of the next succeeding Marketing Period, representing that the statements contained in the certificate referred to in Section 5(h5(g) hereof which was last furnished to the Agents are true and correct at as of the time of delivery of such amendment, supplement or filing, as the case may becertificate pursuant to this Section 6(b), as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the each Prospectus as amended and supplemented at to such time) ), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(h5(g), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate.

Subsequent Delivery of Officers' Certificates. The Company agrees that during During each Marketing Period, each time (i) that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes, or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), each time (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of an officers' certificate under this Section 6(b) as a condition to the purchase of Notes pursuant to such Purchase Agreement and each time Agreement, the Company files with the Commission any document shall, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus (other than any Current Report on Form 8-K unless an Agent shall otherwise reasonably request)or request by the Agents, or concurrently with the Company shall submit Time of Delivery relating to such sale, furnish to the Agents and their counsel a certificate of the President or Vice President or a principal financial or accounting officer of the Company, (i) as of the date of such amendment, supplement and supplement, filing or Time of Delivery relating to such sale or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, as of on the first day of the next succeeding Marketing Period, representing that the statements contained in the certificate referred to in Section 5(h5(e) hereof which was last furnished to the Agents are true and correct at as of the time date of such amendment, supplement or filing, as the case may be, certificate as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the each Prospectus as amended and supplemented at to such time) ), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(h5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate.

Subsequent Delivery of Officers' Certificates. The Company agrees that during each Marketing Period, each time that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by a Pricing SupplementSupplement providing solely for the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes), and each time the Company (i) sells Notes to an Agent the Agents as principal principals and the applicable Purchase Agreement specifies the delivery of an officers' certificate under this Section 6(b) as a condition to the purchase of Notes pursuant to such Purchase Agreement and each time Agreement, (ii) files an annual report on Form 10-K under the Company Exchange Act, (iii) files with its quarterly reports on Form 10-Q under the Commission any document incorporated by reference into the Prospectus Exchange act or (other than any Current Report iv) files a current report on Form 8-K unless an Agent shall otherwise reasonably requestunder the Exchange Act (other than any Form 8-K -20- relating solely to the issuance or offering of securities other than the Notes), the Company shall submit to the Agents (but in the case of (iii) and their counsel (iv) above, only if requested by the Agents) a certificate of the President or Vice President or a principal financial or accounting officer of the Companycertificate, (iy) as of the date of such amendment, supplement and supplement, Time of Delivery relating to such sale or filing or (iiz) if such amendment, supplement or filing was not filed during a Marketing Period, as of the first day of the next succeeding Marketing Period, representing that the statements contained in the certificate referred to in Section 5(h5(f) hereof which was last furnished to the Agents are true and correct at the time of such amendment, supplement or filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented at such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(h), modified as necessary to relate to the Registration Statement and the each Prospectus as amended and supplemented to the time of delivery of such certificatetime).

Subsequent Delivery of Officers' Certificates. The Company agrees that during During each Marketing Period, each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than (x) by a Pricing SupplementSupplement or an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities of the Notes offered, the amount of Notes remaining to be sold or similar changes or a change the Agents deem to be immaterial, (y) any amendment or supplement to the Registration Statement or Prospectus caused by the filing of a Current Report on Form 8-K containing only information concerning quarterly earnings which has been announced to the general public and/or exhibits relating to an offering of securities other than the Notes, or (z) any amendment or supplement to the Registration Statement or Prospectus caused by the filing of any other Current Report on Form 8-K unless the Agents shall reasonably request based on disclosure included in or omitted from such Report), and each time the Company Corporation sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of an officers' certificate under this Section 6(b) as a condition to the purchase of Notes pursuant to such Purchase Agreement and each time the Company files with the Commission any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K unless an Agent shall otherwise reasonably request)Agreement, the Company Corporation shall submit to the Agents and their counsel (or, in the case of a certificate of purchase by fewer than all the President or Vice President or Agents, such Agents) a principal financial or accounting officer of the Companycertificate, (i) as of the date of such amendment, amendment or supplement and or the Time of Delivery relating to such sale or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, as of the first day of the next succeeding Marketing Periodsale, representing that the statements contained in the certificate referred to in Section 5(h5(e) hereof which was last furnished to the Agents are true and correct at the time of such amendment, amendment or supplement or filingTime of Delivery, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented at to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(h), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate.

Subsequent Delivery of Officers' Certificates. The Company agrees that during each Marketing Period, each Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement, and, unless such Agent shall otherwise specify, other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes), each time the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of an officers' certificate under this Section 6(b(ii) as a condition to the purchase of Notes pursuant to such Purchase Agreement and each time the Company files there is filed with the Commission SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities under the Registration Statement or filed pursuant to Item 5 of Form 8-K, unless an such Agent shall otherwise reasonably requestspecify), (iii) (if required in connection with the purchase of Notes by such Agent as principal) the Company sells Notes to such Agent as principal or (iv) if the Company issues and sells Notes in a form not previously certified to the Agents by the Company, the Company shall submit furnish or cause to the Agents and their counsel be furnished to such Agent forthwith a certificate dated the date of filing with the President SEC of such supplement or Vice President document, the date of effectiveness of such amendment, or a principal financial or accounting officer of the Company, (i) as of the date of such amendmentsale, supplement and Time of Delivery relating as the case may be, in form satisfactory to such sale or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, as of Agent to the first day of the next succeeding Marketing Period, representing effect that the statements contained in the certificate referred to in Section 5(h5(b) hereof which was were last furnished to the Agents such Agent are true and correct at the time of such amendment, supplement supplement, filing or filingsale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented at to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(h5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate.

Subsequent Delivery of Officers' Certificates. The Company agrees that during During each Marketing Period, each time (i) that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), each time (ii) the Company files with the Commission an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K which contains financial information required to be set forth in or incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities Act, (iii) the Agents reasonably request following the filing by the Company with the Commission of an Incorporated Document (other than as specified in the preceding clause (ii)) or (iv) the Company sells Notes to an Agent as principal and the applicable Purchase Agreement specifies the delivery of an officers' certificate under this Section 6(b) as a condition to the purchase of Notes pursuant to such Purchase Agreement and each time Agreement, the Company files with the Commission any document shall, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus (other than any Current Report on Form 8-K unless an Agent shall otherwise reasonably request)or request by the Agents, or concurrently with the Company shall submit Time of Delivery relating to such sale, furnish to the Agents and their counsel a certificate of the President or Vice President or a principal financial or accounting officer of the Company, (i) as of the date of such amendment, supplement and supplement, filing or Time of Delivery relating to such sale or filing or (ii) if such amendment, supplement or filing was not filed during a Marketing Period, as of on the first day of the next succeeding Marketing Period, representing that the statements contained in the certificate referred to in Section 5(h5(g) hereof which was last furnished to the Agents are true and correct at as of the time of delivery of such amendment, supplement or filing, as the case may becertificate pursuant to this Section 6(b), as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the each Prospectus as amended and supplemented at to such time) ), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(h5(g), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate.