Common use of UNDERTAKINGS BY THE ISSUER Clause in Contracts

UNDERTAKINGS BY THE ISSUER. 5.1 Undertakings by the Issuer The Issuer undertakes with the Manager as follows: (a) the Issuer promptly after becoming aware of the occurrence thereof shall notify the Manager of any Event of Default or any condition, event or act which, with the giving of notice and/or the lapse of time (after the issue of the Notes) would constitute an Event of Default or any breach by the Issuer of the representations, warranties, agreements or undertakings contained in this Agreement and take such steps as may be reasonably expected by the Manager to remedy and/or publicise the same. (b) the Issuer will pay: (i) any stamp, issue, registration, documentary or other taxes and duties, including interest and penalties, payable in the Hellenic Republic, the United Kingdom, Belgium and Luxembourg on or in connection with the creation, issue and offering of the Notes or the execution or delivery of any of the Principal Agreements; and (ii) in addition to any amount payable by it under this Agreement, any value added, turnover or similar tax payable in respect of that amount; (c) the Issuer will forthwith notify the Manager if at any time prior to completion (in the view of the Manager) of the distribution of the Notes or the payment of the net subscription moneys to the Issuer on the Closing Date anything occurs which renders or may render untrue or incorrect in any material respect any of the warranties contained in Clause 4.1 (Representations and Warranties) and will forthwith take such steps as the Manager may reasonably require to remedy and/or publicise the fact; the Issuer will deliver to ……………….. (d) before the Closing Date the Temporary Global Note and Permanent Global Note signed by a duly authorised officer of the Issuer for authentication in accordance with the Agency Agreement; (e) the Issuer will make such reasonable arrangements satisfactory to the Manager as it can to ensure that the Definitive Notes are printed and issued as provided in/to the extent required by the Agency Agreement; (f) so long as any of the Notes is outstanding, the Issuer will furnish to the Manager, as soon as practicable after it becomes available, any information which is reasonably required to be made available to Noteholders; (g) the Issuer will bear and pay any stamp or other duties or taxes on or in connection with the issue and delivery of the Definitive Notes and the execution and delivery of this Agreement and the Agency Agreement and any value added tax payable in connection with the commissions or other amounts payable or allowed under this Agreement and otherwise in connection with the transactions envisaged by this Agreement; (h) the Issuer undertakes with the Manager that between the date of this Agreement and the Closing Date (both dates inclusive) it will not without the prior approval of the Manager make any announcements concerning, or which could be material in the context of, the offering and distribution of the Notes; and (i) the Issuer will obtain and maintain in full force and effect all consents as may become necessary or advisable for it duly to perform and observe all of its obligations under the Principal Agreements and/or for the validity of the Principal Agreements and will comply with the terms of the same.

UNDERTAKINGS BY THE ISSUER. 5.1 Undertakings by Each of the Issuer The Issuer undertakes and the EU/UK Retention Holder agrees with the Manager Initial Purchaser as follows: (a) The Issuer shall advise the Initial Purchaser promptly and, if requested by the Initial Purchaser, confirm such advice in writing, of the issuance by any state securities commission or any other applicable federal or state regulatory authority of any stop order suspending the qualification or exemption from qualification of any Notes for offering or sale in any jurisdiction designated by the Initial Purchaser pursuant to Section 5(b) hereof, or the initiation or threat of any proceeding by any state securities commission or any other federal or state regulatory authority for such purpose. The Issuer shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Notes under any state securities or blue sky laws and, if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the qualification or exemption of any Notes under any state securities or blue sky laws, the Issuer promptly after becoming aware shall use its best efforts to obtain the withdrawal or lifting of such order at the occurrence thereof shall notify the Manager of any Event of Default or any condition, event or act which, with the giving of notice and/or the lapse of time (after the issue of the Notes) would constitute an Event of Default or any breach by the Issuer of the representations, warranties, agreements or undertakings contained in this Agreement and take such steps as may be reasonably expected by the Manager to remedy and/or publicise the sameearliest possible time. (b) Prior to the Issuer will pay: (i) any stamp, issue, registration, documentary or other taxes and duties, including interest and penalties, payable in the Hellenic Republic, the United Kingdom, Belgium and Luxembourg on or in connection with the creation, issue and offering of the Notes or the execution or delivery of any of the Principal Agreements; and (ii) in addition to any amount payable by it under this Agreement, any value added, turnover or similar tax payable in respect of that amount; (c) the Issuer will forthwith notify the Manager if at any time prior to completion (in the view of the Manager) of the distribution of the Notes (as determined by the Initial Purchaser), the Issuer and the EU/UK Retention Holder shall cooperate with, and promptly take such action as directed by, the Initial Purchaser and counsel to the Initial Purchaser in connection with the registration or qualification of, or a notice or exemption filing for, the payment Notes for offer and sale under the securities or blue sky laws of such jurisdictions as the Initial Purchaser may request and to continue such registration, qualification, notice or exemption filing in effect so long as required and to file such consents to service of process or other documents as may be necessary in order to effect such registration, qualification, notice or exemption filing; provided that neither Issuer nor the EU/UK Retention Holder the shall be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Offering Document, in any jurisdiction in which it is not now so subject. (c) Each of the net subscription moneys Issuer and the EU/UK Retention Holder shall use its reasonable best efforts to the Issuer obtain on or prior to the Closing Date anything occurs which renders or may render untrue or incorrect all governmental authorizations required in any material respect any connection with the issuance and sale of the warranties contained Notes to be issued on such date and the performance of its obligations hereunder and under the other Transaction Documents to which it is a party, and to cause such authorizations to be continued in Clause 4.1 (Representations and Warranties) and will forthwith take such steps as the Manager may reasonably require to remedy and/or publicise the fact; the Issuer will deliver to ……………….. (d) before the Closing Date the Temporary Global Note and Permanent Global Note signed by a duly authorised officer of the Issuer for authentication in accordance with the Agency Agreement; (e) the Issuer will make such reasonable arrangements satisfactory to the Manager as it can to ensure that the Definitive Notes are printed and issued as provided in/to the extent required by the Agency Agreement; (f) effect so long as any of the Notes is remain outstanding, ; provided that neither the Issuer will nor the EU/UK Retention Holder shall be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Offering Document, in any jurisdiction in which it is not now so subject. (d) The Issuer shall furnish to the ManagerInitial Purchaser without charge, as soon as practicable after it becomes availableand thereafter from time to time prior to the completion of the distribution of the Purchased Notes, as many copies of the Offering Document and of any amendments or supplements thereto as the Initial Purchaser may reasonably request. (e) If at any time prior to the completion of the distribution of the Purchased Notes (as determined by the Initial Purchaser), any information event occurs as a result of which the Final Offering Document as then amended or supplemented would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the EU/UK Retention Holder shall promptly so notify the Initial Purchaser and, upon the request of the Initial Purchaser, the Issuer shall prepare and furnish to the Initial Purchaser, subject to prior review by the Initial Purchaser as provided by paragraph (h) of this Section 5, a reasonable number of copies of an amendment or supplement to the Final Offering Document that shall correct such statement or omission. (f) Neither the Issuer nor the EU/UK Retention Holder shall publish any amendment or supplement to the Final Offering Document unless a copy has been furnished to the Initial Purchaser for its review, and neither the Issuer nor the EU/UK Retention Holder shall publish any such proposed amendment or supplement to which the Initial Purchaser reasonably objects unless counsel to the Issuer advises the Issuer, in a written opinion, with a copy to the Initial Purchaser, that (i) without such proposed amendment or supplement the Final Offering Document, as then amended or supplemented, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) such proposed amendment or supplement is reasonably required pursuant to be made available to Noteholders;an order of a regulatory authority having jurisdiction over the Issuer. (g) None of the Issuer, the EU/UK Retention Holder, or any of their respective Affiliates or any Person acting on their behalf shall engage in any “directed selling efforts” (as that phrase is defined in Regulation S) with respect to the Notes, and the Issuer, the EU/UK Retention Holder, their respective Affiliates and each Person acting on their behalf shall comply with the applicable offering restrictions requirements of Regulation S. (h) It, its Affiliates and any Person acting on behalf of the foregoing shall comply in all respects with all applicable economic sanctions, anti-money laundering laws and anti-bribery laws. (i) The Issuer shall promptly prepare, upon the reasonable request of the Initial Purchaser, any amendments of or supplements to the Final Offering Document that in the opinion of the Initial Purchaser may be reasonably necessary to enable the Initial Purchaser to continue to sell Purchased Notes, subject to the approval of the Initial Purchaser’s counsel. (j) Neither the Issuer will bear nor the EU/UK Retention Holder shall sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which is substantially similar to any of the Notes the result of which would cause the offer and pay sale of the Notes pursuant to this Agreement to fail to be entitled to the exemption from registration afforded by Section 4(a)(2) of the Securities Act or Rule 144A or Regulation S thereunder. (k) Neither the Issuer nor the EU/UK Retention Holder shall publish or disseminate any stamp or other duties or taxes on or material in connection with the issue and delivery offering of the Definitive Notes unless the Initial Purchaser shall have consented to the publication or use thereof. (l) At all times during the period commencing on the date hereof and ending on the earliest to occur of (i) the completion of the distribution of the Notes (as determined by the Initial Purchaser) and (ii) the termination of this Agreement in accordance with Section 9 hereof, the Issuer and the EU/UK Retention Holder shall extend, and shall use best efforts to cause the Collateral Manager to extend, to each prospective investor the opportunity to ask questions of, and receive answers from, the Issuer, the EU/UK Retention Holder and/or the Collateral Manager concerning their business, management and financial affairs, and the Notes and the execution terms and delivery conditions of the offering thereof, and to obtain any information such prospective investors may consider necessary in making an informed investment decision or in order to verify the accuracy of the information set forth in the Offering Document, to the extent the Issuer, the EU/UK Retention Holder or the Collateral Manager, as the case may be, possesses the same or can acquire it without unreasonable effort or expense; provided that the Issuer and the EU/UK Retention Holder shall permit representatives of the Initial Purchaser to be present at, or participate in, any meeting or telephone conference between the Issuer or the EU/UK Retention Holder, as the case may be, or the Collateral Manager, and any prospective investor identified by the Initial Purchaser, and shall give the Initial Purchaser reasonable notice thereof, and neither the Issuer nor the EU/UK Retention Holder shall furnish any such written information to any such prospective investor without first giving the Initial Purchaser a reasonable opportunity to review and comment on such information. (m) So long as any of the Notes remain outstanding, and at any time that the Issuer is not subject to Section 13 or Section 15 of the Exchange Act, the Issuer shall make available to any holder of Notes in connection with any sale thereof, and any prospective purchaser of any such Notes from such holder, the information (“Rule 144A Information”) required by Rule 144A(d)(4) under the Securities Act. (n) Neither the Issuer nor the EU/UK Retention Holder shall solicit any offer to buy from or offer to sell to any Person any Purchased Notes, except as contemplated by this Agreement. (o) Neither the Issuer nor the EU/UK Retention Holder shall solicit any offer to buy, offer or sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. (p) The Issuer shall comply with all of its respective covenants contained herein, in the Indenture and each other Transaction Document to which it is a party or by which it is bound. (q) Neither the Issuer nor the EU/UK Retention Holder shall enter into any contractual agreement with respect to the distribution of the Purchased Notes except for this Agreement and, in the case of the Issuer, the Issuer Purchase Agreement. (n) The Issuer shall apply the net proceeds from the sale of the Notes sold by it in the manner described under the caption “Use of Proceeds” in the Offering Document. (o) The Issuer shall cooperate with the Initial Purchaser and use its best efforts to permit the Global Notes to be eligible for clearance and settlement through the facilities of The Depository Trust Company. (p) The Issuer will comply with the representations made by it to the Rating Agency in accordance with paragraph (a)(3)(iii) of Rule 17g-5 with respect to the Secured Notes rated by such Rating Agency. (q) In connection with the application to list the Listed Notes on the Global Exchange Market of Euronext Dublin, the Issuer shall furnish from time to time any and all documents, instruments, information and undertakings and publish all advertisements or other material that may be necessary in order to effect such listing and to maintain such listing until none of such Notes is outstanding or until such time as payment of principal, interest and any additional amounts (if any) in respect of all such Notes have been duly provided for, whichever is earlier; provided that if the Issuer can no longer reasonably maintain such listing, the Issuer agrees to use commercially reasonable efforts to obtain and maintain the quotation for, or listing of, such Notes on such other stock exchange or exchanges as the Initial Purchaser may reasonably request. (r) In the case of the Issuer, it shall provide instructions to DTC that it take the following (or similar) actions with respect to the Global Notes eligible to be transferred pursuant to Rule 144A (the “Rule 144A Global Notes”) to: (i) ensure that all CUSIP numbers identifying the Rule 144A Global Notes have a “fixed field” attached thereto that contain “3c7” and “144A” indicators; (ii) indicate by means of the marker “3c7” in the DTC 20-character security descriptor and the Agency Agreement DTC 48-character additional descriptor that sales are limited to QIB/QPs; (iii) where the DTC deliver order ticket sent to purchasers by DTC after settlement is physical, print the 20-character security descriptor on it; where the DTC deliver order ticket is electronic, employ a “3c7” indicator and any value added tax payable make a user manual containing a description of the relevant restriction available to participants; (iv) ensure that DTC’s Reference Directory contains an accurate description of the restrictions on the holding and transfer of the Rule 144A Global Notes due to the Issuer’s reliance on the exclusion to registration provided by Section 3(c)(7) of the U.S. Investment Company Act; (v) send an “Important Notice” outlining the Section 3(c)(7) restrictions applicable to the Rule 144A Global Notes to all DTC participants in connection with the commissions or other amounts payable or allowed under this Agreement and otherwise in connection with the transactions envisaged by this Agreement; initial offering; ( ) ensure that DTC’s Reference Directory includes each Class of Rule 144A Global Notes (h) the Issuer undertakes with the Manager that between the date of this Agreement and the Closing Date (both dates inclusiveapplicable CUSIP numbers for such Notes) it will not without in the prior approval listing of Section 3(c)(7) issues together with an attached description of the Manager make any announcements concerninglimitations as to the distribution, or which could be material in the context ofpurchase, the offering sale and distribution holding of the Rule 144A Global Notes; and (i) deliver to the Issuer will obtain and maintain a list of all DTC participants holding an interest in full force and effect all consents the Rule 144A Global Notes. (w) In the case of the Issuer, it shall provide instructions to Bloomberg LP that it take the following (or similar) actions with respect to any Bloomberg screen containing information about the Rule 144A Global Notes: (i) the “Note Box” on the bottom of the “Security Display” page describing the Rule 144A Global Notes shall state: “Iss’d Under 144A/3c7”; (ii) the “Security Display” page shall have the flashing red indicator “See Other Available Information”; (iii) the indicator shall link to the “Additional Security Information” page, which shall state that the Rule 144A Global Notes “are being offered to persons who are both (x) qualified institutional buyers (as may become necessary or advisable for it duly to perform and observe all of its obligations defined in Rule 144A under the Principal Agreements and/or U.S. Securities Act) and (y) qualified purchasers (as defined under Section 3(c)(7) under the Investment Company Act of 1940)”; and (iv) a statement on the “Disclaimer” page for the validity Rule 144A Global Notes shall appear that such Notes will not be and have not been registered under the U.S. Securities Act, that the Issuer has not been registered under the U.S. Investment Company Act and that the Rule 144A Global Notes may only be offered or sold in accordance with Section 3(c)(7) of the Principal Agreements and will comply with the terms of the same.U.S.

UNDERTAKINGS BY THE ISSUER. 5.1 Undertakings by the Issuer The Issuer undertakes and covenants with the Manager as follows:Purchaser that: it will (a1) the Issuer promptly after becoming aware of the occurrence thereof shall notify the Manager of any Event of Default or any condition, event or act which, with the giving of notice and/or the lapse of time (after the issue of the Notes) would constitute an Event of Default or any breach by the Issuer of the representations, warranties, agreements or undertakings contained in this Agreement and take such steps as may be reasonably expected by the Manager to remedy and/or publicise the same. (b) the Issuer will pay: (i) any stamp, issue, registration, documentary or other taxes and duties, including interest and penalties, payable in the Hellenic Republic, the United Kingdom, Belgium and Luxembourg on or in connection with the creation, issue and offering of the Notes or the execution or delivery of any of the Principal Agreements; and (ii) in addition to any amount payable by it under this Agreement, any value added, turnover or similar tax payable in respect of that amount; (c) the Issuer will forthwith notify the Manager if at any time prior to completion (in the view of the Manager) of the distribution of the Notes or the payment of the net subscription moneys to the Issuer on the Closing Date anything occurs which renders or may render untrue or incorrect in any material respect any of the warranties contained in Clause 4.1 (Representations and Warranties) and will forthwith take such steps as the Manager may reasonably require to remedy and/or publicise the fact; the Issuer will deliver to ……………….. (d) before the Closing Date the Temporary Global Note and Permanent Global Note signed by a duly authorised officer of the Issuer for authentication in accordance with the Agency Agreement; (e) the Issuer will make such reasonable arrangements satisfactory to the Manager as it can to ensure that the Definitive Notes are printed and issued as provided in/to the extent required by the Agency Agreement; (f) so long as any of the Notes is outstanding, the Issuer will furnish to the Manager, as soon as practicable after it becomes available, any information which is reasonably required to be made available to Noteholders; (g) the Issuer will bear and pay any stamp or other duties or taxes on or in connection with the issue and delivery of the Definitive Notes Bonds and Warrants and the execution and delivery of this Agreement and the Agency Agreement and any value added or other such tax payable in connection with the commissions or other amounts payable or allowed under this Agreement and otherwise in connection with the transactions envisaged by this Agreement;. (h2) the Issuer undertakes with the Manager that not, between the date of this Agreement hereof and the Closing Date (both dates inclusive), take any action or decision which (had the Warrants already been issued) it will not without would result in an adjustment to the prior approval of the Manager make any announcements concerning, or which could be material in the context of, the offering and distribution of the Notes; and (i) the Issuer will obtain and maintain in full force and effect all consents as may become necessary or advisable for it duly to perform and observe all of its obligations Subscription Price under the Principal Agreements and/or for the validity of the Principal Agreements and will comply with the terms of the sameWarrants. (3) indemnify the Purchaser and its directors, officers, employees and controlling persons (each an "Indemnified Person") against any losses, liabilities, costs, claims, actions, damages, expenses or demands which any of them may incur, or which may be made against any of them, as a result of or in relation to any actual or alleged misrepresentation in, or actual or alleged breach of, any of the above representations and warranties by the Issuer, and will reimburse any such person for all costs, charges and expenses which they may pay or incur in connection with investigating, disputing or defending any such action or claim. Each Indemnified Person shall give prompt notice to the Issuer of any action commenced against it in respect of which indemnity may be sought under this Agreement. (4) not, between the date hereof and the Closing Date (both dates inclusive), make any public statement or announcement, or communications to the press, on any matter associated with, or disclosing any information in relation to the Bonds and the Warrants without prior written consent of the Purchaser, except that such public statement, announcement or communications required by any laws and regulations shall not be subject to such consent requirement. (5) forthwith notify the Purchaser of any material change affecting any of the representations and warranties by the Issuer (set forth in Section 4) at any time before payment is made to the Issuer on the Closing Date and that it will take those steps which may be reasonably requested by the Purchaser to remedy and/or publicize such material change(s). Upon any material breach of any of the representations and warranties (set forth in Section 4) inaccurate in a material respect coming to the notice of the Purchaser before payment being made to the Issuer on the Closing Date, the Purchaser shall be entitled (but not bound) by notice to the Issuer to elect to treat such breach or change as (except as otherwise specifically provided) releasing and discharging the Purchaser from its obligations under this Agreement. (6) will use its best efforts to maintain the listing of the Common Shares into which the Warrants are or may be exercisable pursuant to the Terms and Conditions of the Warrants on the Korea Stock Exchange and the free tradability of the Common Shares on the Korea Stock Exchange.

UNDERTAKINGS BY THE ISSUER. 5.1 Undertakings by the Issuer The Issuer undertakes agrees with the Manager Initial Purchaser and the Placement Agent as follows: (a) The Issuer shall advise the Initial Purchaser and the Placement Agent promptly and, if requested by the Initial Purchaser or the Placement Agent, confirm such advice in writing, of the issuance by any state securities commission or any other applicable federal or state regulatory authority of any stop order suspending the qualification or exemption from qualification of any Notes for offering or sale in any jurisdiction designated by the Initial Purchaser or the Placement Agent pursuant to Section 5(b) hereof, or the initiation or threat of any proceeding by any state securities commission or any other federal or state regulatory authority for such purpose. The Issuer shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Notes under any state securities or blue sky laws and, if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the qualification or exemption of any Notes under any state securities or blue sky laws, the Issuer promptly after becoming aware shall use its best efforts to obtain the withdrawal or lifting of such order at the occurrence thereof shall notify the Manager of any Event of Default or any condition, event or act which, with the giving of notice and/or the lapse of time (after the issue of the Notes) would constitute an Event of Default or any breach by the Issuer of the representations, warranties, agreements or undertakings contained in this Agreement and take such steps as may be reasonably expected by the Manager to remedy and/or publicise the sameearliest possible time. (b) Prior to the Issuer will pay: (i) any stamp, issue, registration, documentary or other taxes and duties, including interest and penalties, payable in the Hellenic Republic, the United Kingdom, Belgium and Luxembourg on or in connection with the creation, issue and offering of the Notes or the execution or delivery of any of the Principal Agreements; and (ii) in addition to any amount payable by it under this Agreement, any value added, turnover or similar tax payable in respect of that amount; (c) the Issuer will forthwith notify the Manager if at any time prior to completion (in the view of the Manager) of the distribution of the Notes (as determined by the Initial Purchaser and the Placement Agent), the Issuer shall cooperate with, and promptly take such action as directed by, the Initial Purchaser, the Placement Agent and counsel to the Initial Purchaser and the Placement Agent in connection with the registration or qualification of, or a notice or exemption filing for, the Notes for offer and sale under the securities or blue sky laws of such jurisdictions as the Initial Purchaser or the payment Placement Agent may request and to continue such registration, qualification, notice or exemption filing in effect so long as required and to file such consents to service of process or other documents as may be necessary in order to effect such registration, qualification, notice or exemption filing; provided that the net subscription moneys Issuer shall not be required in connection therewith to qualify as a foreign company in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Offering Document, in any jurisdiction in which it is not now so subject. (c) The Issuer shall use its reasonable best efforts to obtain on or prior to the Closing Date anything occurs which renders or may render untrue or incorrect all governmental authorizations required in any material respect any connection with the issuance and sale of the warranties contained Notes to be issued on such date and the performance of its obligations hereunder and under the other Transaction Documents to which it is a party, and to cause such authorizations to be continued in Clause 4.1 (Representations and Warranties) and will forthwith take such steps as the Manager may reasonably require to remedy and/or publicise the fact; the Issuer will deliver to ……………….. (d) before the Closing Date the Temporary Global Note and Permanent Global Note signed by a duly authorised officer of the Issuer for authentication in accordance with the Agency Agreement; (e) the Issuer will make such reasonable arrangements satisfactory to the Manager as it can to ensure that the Definitive Notes are printed and issued as provided in/to the extent required by the Agency Agreement; (f) effect so long as any of the Notes is remain outstanding, ; provided the Issuer will shall not be required in connection therewith to qualify as a foreign company in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Offering Document, in any jurisdiction in which it is not now so subject. (d) The Issuer shall furnish to the ManagerInitial Purchaser and the Placement Agent without charge, as soon as practicable after it becomes availableand thereafter from time to time prior to the completion of the distribution of the Notes, as many copies of the Offering Document and of any amendments or supplements thereto as the Initial Purchaser or the Placement Agent may reasonably request. (e) If at any time prior to the completion of the distribution of the Notes (as determined by the Initial Purchaser and the Placement Agent), any information event occurs as a result of which the Final Offering Document as then amended or supplemented would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall promptly so notify the Initial Purchaser and the Placement Agent and, upon the request of the Initial Purchaser or the Placement Agent, the Issuer shall prepare and furnish to the Initial Purchaser and the Placement Agent, subject to prior review by the Initial Purchaser and the Placement Agent as provided by paragraph (f) of this Section 5, a reasonable number of copies of an amendment or supplement to the Final Offering Document that shall correct such statement or omission. (f) The Issuer shall not publish any amendment or supplement to the Final Offering Document unless a copy has been furnished to the Initial Purchaser and the Placement Agent for its review, and the Issuer shall not publish any such proposed amendment or supplement to which the Initial Purchaser or the Placement Agent reasonably objects unless counsel to the Issuer advises the Issuer, in a written opinion, with a copy to the Initial Purchaser and the Placement Agent, that (i) without such proposed amendment or supplement the Final Offering Document, as then amended or supplemented, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) such proposed amendment or supplement is reasonably required pursuant to be made available to Noteholders;an order of a regulatory authority having jurisdiction over the Issuer. (g) None of the Issuer, any of its Affiliates or any Person acting on its behalf shall engage in any “directed selling efforts” (as that phrase is defined in Regulation S) with respect to the Notes, and the Issuer, its Affiliates and each Person acting on their behalf shall comply with the applicable offering restrictions requirements of Regulation S. (h) The Issuer shall promptly prepare, upon the reasonable request of the Initial Purchaser or the Placement Agent, as the case may be, any amendments of or supplements to the Final Offering Document that in the opinion of the Initial Purchaser or the Placement Agent, as the case may be, may be reasonably necessary to enable the Initial Purchaser to continue to sell Purchased Notes or the Placement Agent to continue to place Placed Notes, subject to the approval of the Initial Purchaser’s and the Placement Agent’s counsel. (i) The Issuer shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which is substantially similar to any of the Notes the result of which would cause the offer and sale of the Notes pursuant to this Agreement to fail to be entitled to the exemption from registration afforded by Section 4(a)(2) of the Securities Act or Rule 144A or Regulation S thereunder. (j) Except as otherwise set forth herein, the Issuer will bear and pay shall not publish or disseminate any stamp or other duties or taxes on or material in connection with the issue and delivery offering of the Definitive Notes unless the Initial Purchaser and the Placement Agent shall have consented to the publication or use thereof. (k) At all times during the period commencing on the date hereof and ending on the earliest to occur of (i) the completion of the distribution of the Notes (as determined by the Initial Purchaser and the Placement Agent) and (ii) the termination of this Agreement in accordance with Section 9 hereof, the Issuer shall extend, and shall use best efforts to cause the Collateral Manager to extend, to each prospective investor the opportunity to ask questions of, and receive answers from, the Issuer and/or the Collateral Manager concerning their business, management and financial affairs, and the Notes and the execution terms and delivery conditions of the offering thereof, and to obtain any information such prospective investors may consider necessary in making an informed investment decision or in order to verify the accuracy of the information set forth in the Offering Document, to the extent the Issuer, or the Collateral Manager, as the case may be, possesses the same or can acquire it without unreasonable effort or expense; provided that the Issuer shall permit representatives of the Initial Purchaser and the Placement Agent to be present at, or participate in, any meeting or telephone conference between the Issuer or the Collateral Manager, and any prospective investor identified by the Initial Purchaser and the Placement Agent, and shall give the Initial Purchaser and the Placement Agent reasonable notice thereof, and the Issuer shall not furnish any such written information to any such prospective investor without first giving the Initial Purchaser and the Placement Agent a reasonable opportunity to review and comment on such information. (l) So long as any of the Notes remain outstanding, and at any time that the Issuer is not subject to Section 13 or Section 15 of the Exchange Act, the Issuer shall make available to any holder of Notes in connection with any sale thereof, and any prospective purchaser of any such Notes from such holder, the information required by Rule 144A(d)(4) under the Securities Act. (m) The Issuer shall not solicit any offer to buy from or offer to sell to any Person any Notes, except through the Initial Purchaser with respect to the Purchased Notes and the Placement Agent with respect to the Placed Notes. (n) The Issuer shall not solicit any offer to buy, offer or sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. (o) The Issuer shall comply with all of its covenants contained herein, in the Indenture and each other Transaction Document to which it is a party or by which it is bound. (p) The Issuer shall not enter into any contractual agreement with respect to the distribution of the Notes except for this Agreement and the Agency each Subscription Agreement and any value added tax payable agreements made in connection with the commissions direct sale by the Issuer of any Notes that are neither Purchased Notes nor Placed Notes to certain initial investors therein on or about the Closing Date in accordance with the Indenture. (q) The Issuer shall apply the net proceeds from the sale of the Notes sold by it in the manner described under the caption “Use of Proceeds” in the Offering Document. (r) The Issuer shall cooperate with the Initial Purchaser and the Placement Agent and use its best efforts to permit the Global Notes to be eligible for clearance and settlement through the facilities of DTC. (s) The Issuer will comply with the representations made by it to each Rating Agency in accordance with paragraph (a)(3)(iii) of Rule 17g-5 with respect to the Secured Notes rated by such Rating Agency. (t) [Reserved]. (u) It shall provide instructions to DTC that it take the following (or similar) actions with respect to the Global Notes eligible to be transferred pursuant to Rule 144A (the “Rule 144A Global Notes”) to: (i) ensure that all CUSIP numbers identifying the Rule 144A Global Notes have a “fixed field” attached thereto that contain “3c7” and “144A” indicators; (ii) indicate by means of the marker “3c7” in the DTC 20-character security descriptor and the DTC 48-character additional descriptor that sales are limited to QIB/QPs; (iii) where the DTC deliver order ticket sent to purchasers by DTC after settlement is physical, print the 20-character security descriptor on it; where the DTC deliver order ticket is electronic, employ a “3c7” indicator and make a user manual containing a description of the relevant restriction available to participants; (iv) ensure that DTC’s Reference Directory contains an accurate description of the restrictions on the holding and transfer of the Rule 144A Global Notes due to the Issuer’s reliance on the exclusion to registration provided by Section 3(c)(7) of the Investment Company Act; (v) send an “Important Notice” outlining the Section 3(c)(7) restrictions applicable to the Rule 144A Global Notes to all DTC participants in connection with the initial offering; (vi) ensure that DTC’s Reference Directory includes each Class of Rule 144A Global Notes (and the applicable CUSIP numbers for such Notes) in the listing of Section 3(c)(7) issues together with an attached description of the limitations as to the distribution, purchase, sale and holding of the Rule 144A Global Notes; and (vii) deliver to the Issuer a list of all DTC participants holding an interest in the Rule 144A Global Notes. (v) It shall provide instructions to Bloomberg LP that it take the following (or similar) actions with respect to any Bloomberg screen containing information about the Rule 144A Global Notes issued by it: (i) the “Note Box” on the bottom of the “Security Display” page describing the Rule 144A Global Notes shall state: “Iss’d Under 144A/3c7”; (ii) the “Security Display” page shall have the flashing red indicator stating “See Other Available Information”; (iii) the indicator shall link to the “Additional Security Information” page, which shall state that the Rule 144A Global Notes “are being offered to persons who are both (x) qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) and (y) qualified purchasers (as defined under Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended)”; and (iv) a statement on the “Disclaimer” page for the Rule 144A Global Notes shall appear that such Notes will not be and have not been registered under the Securities Act, that the Issuer has not been registered under the Investment Company Act and that the Rule 144A Global Notes may only be offered or sold in accordance with Section 3(c)(7) of the Investment Company Act. (w) It shall provide instructions to Reuters that it take the following (or similar) actions with respect to the Rule 144A Global Notes: (i) a “144A – 3c7” notation shall be included in the security name field at the top of the Reuters Instrument Code screen; (ii) a “144A3c7Disclaimer” indicator shall appear on the right side of the Reuters Instrument Code screen; and (iii) a link from such “144A3c7Disclaimer” indicator to a disclaimer screen shall contain the following language: “These Notes may be sold or transferred only to Persons who are both (i) Qualified Institutional Buyers, as defined in Rule 144A under the U.S. Securities Act of 1933 (as amended), and (ii) Qualified Purchasers, as defined under Section 3(c)(7) under the U.S. Investment Company Act of 1940 (as amended)”. (x) It shall give direction to any third-party vendor, of which it is aware, to ensure that any other amounts payable third-party vendor screens containing information about the Rule 144A Global Notes, substantially similar to the information set forth in clauses (i) through (iii) of Section 5(w). (y) The Issuer shall (A) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws, and maintain or allowed under this Agreement be subject to policies and otherwise procedures reasonably designed to ensure compliance with, all applicable Anti-Money Laundering Laws and Anti-Corruption Laws, (B) conduct requisite due diligence in connection with the transactions envisaged contemplated by this Agreement; the Offering Document for purposes of complying with all applicable Anti-Money Laundering Laws, (hC) ensure it does not use or permit to be used any of the Issuer undertakes with proceeds from the Manager that between sale of the date Notes in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, and (D) ensure it does not fund or permit to be funded any payment obligation under the Transaction Documents in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws. For purposes of this Agreement and the Closing Date clause (both dates inclusive) it will not without the prior approval of the Manager make any announcements concerning, or which could be material in the context ofy), the offering and distribution of following terms shall have the Notes; and (i) the Issuer will obtain and maintain in full force and effect all consents as may become necessary or advisable for it duly to perform and observe all of its obligations under the Principal Agreements and/or for the validity of the Principal Agreements and will comply with the terms of the same.below set forth meaning: