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

Subsequent Delivery of Officers' Certificates. During each Marketing Period, each time (i) that the Registration Statement or 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), (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, the Company 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 or request by the Agents, or concurrently with the Time of Delivery relating to such sale, furnish to the Agents a certificate as of the date of such amendment, supplement, filing or Time of Delivery relating to such sale or 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(g) which was last furnished to the Agents are true and correct as of the time of delivery of such certificate 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 each Prospectus as amended and supplemented to such time), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(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. During each Marketing Period, each time (i) that the Registration Statement or 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 Notes, or (C) except as set forth in (ii) and (iii) below, an amendment or supplement by the filing of an Incorporated Document), (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, the Company 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 or request by the Agents, or concurrently with the Time of Delivery relating to such sale, furnish to the Agents a certificate as of the date of such amendment, supplement, filing or Time of Delivery relating to such sale or 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(g5(e) which was last furnished to the Agents are true and correct as of the time of delivery date of such certificate 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 each Prospectus as amended and supplemented to such time), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(g5(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. During The Company agrees that during each Marketing Period, each time (i) that the Registration Statement or any Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) an amendment Supplement providing solely for the interest rates or supplement which relates exclusively to an offering maturities of securities other than the Notes or (C) except as set forth in (ii) and (iii) below, an amendment the principal amount of Notes remaining to be sold or supplement by the filing of an Incorporated Documentsimilar changes), (ii) and each time 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, (iiii) 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 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, (ii) files an annual report on Form 10-K under the Exchange Act, (iii) files its quarterly reports on Form 10-Q under the Exchange act or (iv) files a current report on Form 8-K under 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 shallshall submit to the Agents (but in the case of (iii) and (iv) above, promptly following such amendment or supplement, filing of such Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus or request only if requested by the Agents) a certificate, or concurrently with the Time of Delivery relating to such sale, furnish to the Agents a certificate (y) as of the date of such amendment, supplement, filing or Time of Delivery relating to such sale or filing or (z) 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(g5(f) hereof which was last furnished to the Agents are true and correct as of at the time of delivery of such certificate pursuant to this Section 6(b)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 each Prospectus as amended and supplemented to such time), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(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. During The Company agrees that, during each Marketing Period, each time (i) that the Registration Statement or any the Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement, (B) except as set forth in (ii) and (iv) below, an amendment or supplement to the Prospectus by the filing of an Incorporated Document or (C) 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 DocumentNotes), (ii) the Company files there is filed 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 that is incorporated by reference into the Prospectus pursuant to Item 11 of Form S-3 under the Securities ActProspectus, (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 officersOfficers' certificate Certificate under this Section 6(b) as a condition to the purchase of Notes pursuant to such Purchase AgreementAgreement or (iv) the Agents reasonably request following the filing of an Incorporated Document (other than as specified in (ii) above), the Company shall, promptly following such amendment or supplement, filing of such an Annual Report, Quarterly Report or Current Report that is incorporated by reference into the Prospectus on Form 10-K or request by the Agents, or concurrently with the Time of Delivery relating to such sale, furnish to the Agents a certificate certificate, as of the date of such amendment, supplement, filing or Time of Delivery relating to such sale or if such amendment, supplement or filing was not filed during a Marketing Period, as of the first day of the next succeeding Marketing Periodfiling, representing that the statements contained in the certificate referred to in Section 5(g5(e) which was last furnished to the Agents are true and correct as of at the time of delivery of such certificate pursuant to this Section 6(b)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 each Prospectus as amended and supplemented to such time), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(g5(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. If such amendment, supplement or filing was not filed during a Marketing Period, then, as of the first day of the next succeeding Marketing Period, the Company shall submit to the Agents the certificate described above.

Subsequent Delivery of Officers' Certificates. During each Marketing Period, each time (i) that the Registration Statement or 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), (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, the Company 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 or request by the Agents, or concurrently with the Time of Delivery relating to such sale, furnish to the Agents a certificate as of the date of such amendment, supplement, filing or Time of Delivery relating to such sale or 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(g) which was last furnished to the Agents are true and correct as of the time of delivery of such certificate 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 each Prospectus as amended and supplemented to such time), or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(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.