Notice to Agents of Certain Events. The Company will notify each of the Agents immediately, and confirm in writing if requested by the Agents in any particular instance, (i) when any amendment or post-effective amendment to the Registration Statement has been filed and/or becomes effective or when any supplement or amendment to the Prospectus has been filed, (ii) of the issuance of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Notes or the Prospectus or of the initiation or threatening known by it of any proceedings for such purposes, (iii) of the receipt of any comments from the Commission in respect of the Registration Statement, any such preliminary prospectus or the Prospectus, or requesting the amendment or supplementation of the Registration Statement, any such preliminary prospectus or the Prospectus or additional information, (iv) of any action by any governmental authority altering, suspending or otherwise affecting any authorization, consent, approval or waiver issued in connection with the Notes and (v) of the commencement of any litigation or administrative proceeding relating to the issue and sale of the Notes. If the Commission shall enter a stop order or any order preventing or suspending the use of any such preliminary prospectus or the Prospectus at any time, or shall initiate any proceedings for such purposes, the Company will make every reasonable effort to prevent the issuance of such order and, if issued, to obtain the lifting thereof. If the Prospectus is amended or supplemented as a result of the filing under the Exchange Act of any document incorporated by reference in the Prospectus, no Agent shall be obligated to solicit offers to purchase Notes so long as it is not reasonably satisfied with such documents.
Notice to Agents of Certain Events. To advise the Agents and counsel to the Agents promptly (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request or proposed request by the Commission for an amendment to the Registration Statement, a supplement to the Prospectus or any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any stop order proceeding, (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose, (v) of any downgrading in the rating accorded the Notes or any other debt securities of the Company, or any proposal to downgrade the rating of the Notes or any other debt securities of the Company, by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations, or of any public announcement that any such organization has under surveillance or review, with possible negative implications, its rating of the Notes or any of the Company's debt securities as soon as the Company learns of such downgrading, proposal to downgrade or public announcement and (vi) of the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or the Prospectus, or which requires the making of a change in the Registration Statement or the Prospectus in order to make any material statement therein not misleading;
Notice to Agents of Certain Events. To ---------------------------------- advise the Agents immediately (i) when any post-effective amendment to the Registration Statement relating to or covering the Notes becomes effective and (ii) of receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and
Notice to Agents of Certain Events. The Company will notify each of the Agents immediately and confirm in writing if requested by the Agents in any particular instance (i) when any post-effective amendment to the Registration Statement becomes effective or when any supplement to the Prospectus has been filed, (ii) of the issuance of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Notes or the Prospectus or of the initiation known by it of any proceedings for such purposes, (iii) of the receipt of any comments from the Commission in respect of the Registration Statement, any such preliminary prospectus or the Prospectus, or requesting the amendment or supplementation of the Registration Statement, any such preliminary prospectus or the Prospectus or additional information, (iv) of any action by any governmental authority altering, suspending or otherwise affecting any authorization, consent, approval or waiver issued in connection with the Notes and (v) of the commencement of any litigation or administrative proceeding relating to the issue and sale of the Notes. If the Commission shall enter a stop order or any order preventing or suspending the use of any such preliminary prospectus or the Prospectus at any time, or shall initiate any proceedings for such purposes, the Company will make every reasonable effort to prevent the issuance of such order and, if issued, to obtain the lifting thereof.
