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 providing solely for the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes), 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 or the Company files with the Commission any document incorporated by reference into the Prospectus, the Company shall submit to the Agents and their counsel a certificate of the President or a principal financial or accounting officer of the Company, (i) as of the date of such amendment, supplement, 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(g) 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(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 that, during each Marketing Period, each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by (A) a Pricing Supplement providing solely for Supplement, (B) except as set forth in (ii) and (iv) below, an amendment or supplement to the interest rates Prospectus by the filing of an Incorporated Document or maturities (C) an amendment or supplement which relates exclusively to an offering of securities other than the Notes or the principal amount of Notes remaining to be sold or similar changesNotes), each time (ii) there is filed with the Commission an Annual Report on Form 10-K that is incorporated by reference into the Prospectus, (iii) 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 Agreement or (iv) the Company files with Agents reasonably request following the Commission any document incorporated by reference into the Prospectusfiling of an Incorporated Document (other than as specified in (ii) above), the Company shall submit shall, promptly following such amendment or supplement, filing of an Annual Report on Form 10-K or request or concurrently with the Time of Delivery relating to such sale, furnish to the Agents and their counsel a certificate of the President or a principal financial or accounting officer of the Companycertificate, (i) as of the date of such amendment, supplement, 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 Periodfiling, representing that the statements contained in the certificate referred to in Section 5(g5(e) 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 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(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. 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 Supplement 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 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 Company files with Exchange Act (other than any Form 8-K relating solely to the Commission any document incorporated by reference into issuance or offering of securities other than the ProspectusNotes), 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 a principal financial or accounting officer of the Companycertificate, (iy) as of the date of such amendment, 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(g5(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(g), 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 each Marketing Period, each time that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates or maturities of the Notes or the principal amount of Notes remaining to be sold or similar changes), 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 (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 Company files with Exchange Act (other than any Form 8-K relating solely to the Commission any document incorporated by reference into issuance or offering of securities other than the ProspectusNotes), 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 a principal financial or accounting officer of the Companycertificate, (iy) as of the date of such amendment, 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(g5(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(g), 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 each Marketing Period, each time that the Registration Statement or the any Prospectus shall be amended or supplemented (other than by a Pricing Supplement 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 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 Company files with Exchange Act (other than any Form 8-K relating solely to the Commission any document incorporated by reference into issuance or offering of securities other than the ProspectusNotes), 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 a principal financial or accounting officer of the Companycertificate, (iy) as of the date of such amendment, 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(g5(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(g), 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).