Common use of Subsequent Documentation Requirements of the Company Clause in Contracts

Subsequent Documentation Requirements of the Company. The Company covenants and agrees that so long as Notes are authorized for sale pursuant to this Agreement and unless the sale of Notes has been suspended as provided in this Agreement: (a) Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or changes in other terms of the Notes or (ii) an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated, or deemed to be incorporated, by reference into the Prospectus (other than a Current Report on Form 8-K unless delivery of a certificate is reasonably requested by the Agents with respect to such filing) or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall furnish or cause to be furnished to the Agents or to the Agent party to the Terms Agreement, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agents to the effect that the statements contained in the certificate referred to in Section 5(c) hereof that was last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, 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 to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate (it being understood that, in the case of a purchase by such Agent(s) as principal, any such certificate shall also include a certification that there has not been any material adverse change, or any development which is reasonably likely to result in a material adverse change, in the consolidated financial condition or consolidated results of operations of the Company and its subsidiaries, taken as a whole since the date of such Terms Agreement.

Subsequent Documentation Requirements of the Company. The Company covenants and agrees that so long as Notes are authorized for sale pursuant to this Agreement and unless the sale of Notes has been suspended as provided in this Agreementthat: (a) Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or changes in other terms of the Notes similar changes), or (iiunless the Agents shall have suspended solicitation of purchases of Notes in their capacity as agents pursuant to a request from the Company in accordance with Section 2(a)) an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated, or deemed to be incorporated, incorporated by reference into the Prospectus (other than a any Current Report on Form 8-K relating exclusively to the issuance of debt securities under the Registration Statement, unless delivery of a certificate is reasonably requested the Agents shall otherwise specify) or (unless waived by the Agents relevant Agent with respect to such filinga particular Terms Agreement) or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall furnish or cause to be furnished to the Agents or to the such Agent party to the Terms Agreement, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, forthwith a certificate in form satisfactory to counsel for the Agents such Agent to the effect that the statements contained in the certificate referred to in Section 5(c5(b) hereof that was which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, 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 to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(c5(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 (it being understood that, in the case of a purchase by such Agent(s) as principal, any such certificate shall also include a certification that there has not been any material adverse change, or any development which is reasonably likely to result in a material adverse change, in the consolidated financial condition or consolidated results of operations of the Company and its subsidiaries, taken as a whole since the date of such Terms Agreementcertificate.

Subsequent Documentation Requirements of the Company. The Company covenants and agrees that so long as Notes are authorized for sale pursuant to this Agreement and unless the sale of Notes has been suspended as provided in this Agreementthat: (a) Subsequent Delivery of Certificates. Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by (i) filing with the Commission of an exhibit to the Registration Statement or Final Prospectus that does not relate to the Notes, a Pricing Supplement prospectus supplement not relating to the Notes or an amendment or other supplement providing a Pricing Supplement that provides solely for a change in the interest rates rates, redemption provisions, amortization schedule or maturities of the Notes or changes a change in other terms the principal amount of the Notes remaining to be sold or other information contemplated by the Final Prospectus to be filed in a Pricing Supplement related to the Notes or similar changes, or any other change that the Agent reasonably deems immaterial), or (iiunless waived by the Agent) an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated, or deemed to be incorporated, incorporated by reference into the Final Prospectus (other than a any Current Report on Form 8-K relating exclusively to the issuance of Notes under the Registration Statement, unless delivery of a certificate is reasonably requested the Agents shall otherwise specify) or (unless waived by the Agents Agent with respect to such filinga particular Terms Agreement) or the Company sells Notes to an any Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall furnish or cause to be furnished to the Agents or to the each Agent party to the Terms Agreement, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, forthwith a certificate in form satisfactory to counsel for the Agents such Agent to the effect that the statements contained in the certificate referred to in Section 5(c) hereof that was which were last furnished to the Agents such Agent are true and correct at the time of such amendment, supplement, filing or sale, 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 Final 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 said Section 5(c), modified as necessary to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such certificate certificate. (it being understood thatb) Subsequent Delivery of Legal Opinions. Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by filing with the Commission of an exhibit to the Registration Statement or Final Prospectus that does not relate to the Notes, a prospectus supplement not relating to the Notes or an amendment or a Pricing Supplement that provides solely for a change in the case interest rates, redemption provisions, amortization schedule or maturities of the Notes or a purchase change in the principal amount of the Notes remaining to be sold or solely for the inclusion of additional financial information or other information contemplated by such Agent(s) as principal, any such certificate shall also include the Final Prospectus to be filed in a certification that there has not been any material adverse changePricing Supplement related to the Notes or similar changes, or any development which other change that the Agent reasonably deems immaterial), or (unless waived by the Agent) there is reasonably likely filed with the Commission any document incorporated by reference into the Final Prospectus (other than any Current Report on Form 8-K or Quarterly Report on Form 1O-Q, unless each Agent shall otherwise specify), or (unless waived by such Agent with respect to result in a material adverse change, in the consolidated financial condition or consolidated results of operations of particular Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to each Agent and its subsidiaries, taken to Agent Counsel a letter from counsel last furnishing the opinion referred to in Section 5(b)(2) hereof to the effect that such Agent may rely on such last opinion to the same extent as a whole since though it was dated the date of such Terms Agreementletter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance) or, in lieu of such letter, Cadwalader, Wickersham & Taft LLP, counsel to the Company, or other counsel satixxxxxxxx xo sxxx Agent, shall furnish an opinion, dated the date of delivery of such opinion and in form satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(b)(2) hereof, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such opinion.

Subsequent Documentation Requirements of the Company. The Company covenants and agrees that so long as Notes are authorized for sale pursuant to this Agreement and unless the sale of Notes has been suspended as provided in this Agreement: (a) Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or changes in other terms of the Notes or (ii) an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated, or deemed to be incorporated, by reference into the Prospectus (other than a Current Report on Form 8-K K, unless delivery of a certificate is reasonably requested by the Agents with respect to such filing) or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall furnish or cause to be furnished to the Agents or to the Agent party to the Terms Agreement, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agents to the effect that the statements contained in the certificate referred to in Section 5(c) hereof that was last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, 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 to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate (it being understood that, in the case of a purchase by such Agent(s) as principal, any such certificate shall also include a certification that there has not been any material adverse change, or any development which is reasonably likely to result in a material adverse change, in the consolidated financial condition or consolidated results of operations of the Company and its subsidiaries, taken as a whole whole, since the date of such Terms Agreement.

Subsequent Documentation Requirements of the Company. The Company covenants and agrees that so long as Notes are authorized for sale pursuant to this Agreement and unless the sale of Notes has been suspended as provided in this Agreement: (a) Subsequent Delivery of Certificates. Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement or an amendment or other supplement providing solely for a change in the interest rates of the Notes or changes in other terms of the Notes or (ii) an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes) or there is filed with the Commission any document incorporated, or deemed to be incorporated, by reference into the Prospectus (other than a Current Report on Form 8-K unless delivery of a certificate is reasonably requested by the Agents with respect to such filing) or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall use its best efforts to furnish or cause to be furnished to the Agents or to the Agent party to the Terms Agreement, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, a certificate in form satisfactory to counsel for the Agents to the effect that the statements contained in the certificate referred to in Section 5(c) hereof that was last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, 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 to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(c), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate (it being understood that, in the case of a purchase by such Agent(s) as principal, any such certificate shall also include a certification that there has not been any material adverse change, or any development which is reasonably likely to result in a material adverse change, in the consolidated financial condition or consolidated results of operations of the Company and its subsidiaries, taken as a whole since the date of such Terms Agreementcertificate.

Subsequent Documentation Requirements of the Company. The Company covenants and agrees that so long as Notes are authorized for sale pursuant to this Agreement and unless the sale of Notes has been suspended as provided in this Agreementthat: (a) Subsequent Delivery of Certificates. Each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by (i) filing with the Commission of an exhibit to the Registration Statement or Final Prospectus that does not relate to the Notes, a Pricing Supplement prospectus supplement not relating to the Notes or an amendment or other supplement providing a Pricing Supplement that provides solely for a change in the interest rates rates, redemption provisions, amortization schedule or maturities of the Notes or changes a change in other terms the principal amount of the Notes remaining to be sold or other information contemplated by the Final Prospectus to be filed in a Pricing Supplement related to the Notes or similar changes, or any other change that the Lead Agent reasonably deems immaterial), or (iiunless waived by the Lead Agent ) an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the Commission any document incorporated, or deemed to be incorporated, incorporated by reference into the Final Prospectus (other than a any Current Report on Form 8-K relating exclusively to the issuance of Notes under the Registration Statement, unless delivery of a certificate is reasonably requested the Lead Agent shall otherwise specify) or (unless waived by the Agents Lead Agent with respect to such filinga particular Terms Agreement) or the Company sells Notes to an the Lead Agent pursuant to a Terms Agreement, the terms of which so require, the Company shall furnish or cause to be furnished to the Agents or to Lead Agent, on behalf of the Agent party to the Terms AgreementAgents, as the case may be, promptly following such amendment, supplement or filing or on the Settlement Date with respect to such Terms Agreement, as the case may be, forthwith a certificate in form satisfactory to counsel for the Agents Lead Agent to the effect that the statements contained in the certificate referred to in Section 5(c) hereof that was which were last furnished to the Agents Lead Agent, on behalf of the Agents, are true and correct at the time of such amendment, supplement, filing or sale, 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 Final 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 said Section 5(c), modified as necessary to relate to the Registration Statement and the Final Prospectus as amended and supplemented to the time of delivery of such certificate (it being understood that, in the case of a purchase by such Agent(s) as principal, any such certificate shall also include a certification that there has not been any material adverse change, or any development which is reasonably likely to result in a material adverse change, in the consolidated financial condition or consolidated results of operations of the Company and its subsidiaries, taken as a whole since the date of such Terms Agreementcertificate.