Common use of Notice to Agents of Certain Events Clause in Contracts

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. The Company will notify each of To advise the Agents immediately, and confirm in writing if requested by the Agents in any particular instance, immediately (i) when any amendment or post-effective amendment to the Registration Statement has been filed and/or relating to or covering the Notes becomes effective or when any supplement or amendment to the Prospectus has been filedeffective, (ii) of any request or proposed request by the Commission for an amendment or supplement to the Registration Statement, to any Prospectus, to any document incorporated by reference in any of the foregoing or for any additional information and the Company will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any part thereof or any order preventing or suspending the use of directed to any preliminary prospectus relating to the Notes or the Prospectus or of any document incorporated therein by reference or the initiation or threatening known by it threat of any proceedings for such purposes, (iii) of the receipt stop order proceeding or 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 challenge to the issue and sale of the Notes. If the Commission shall enter a stop order accuracy 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 adequacy of any document incorporated by reference in the any Prospectus, (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 of 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 defined for purposes of Rule 436(g) of the Rules and Regulations), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no Agent shall be obligated implication of a possible downgrading of such rating) as soon as the Company learns of any such downgrading, proposal to solicit offers 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 any Prospectus or which requires the making of a change in the Registration Statement or any Prospectus in order to purchase Notes so long as it is make any material statement therein not reasonably satisfied with such documentsmisleading.

Notice to Agents of Certain Events. The Company will notify each of To advise the Agents immediately, and confirm in writing if requested by the Agents in any particular instance, immediately (i) when any amendment or post-effective amendment to the Registration Statement has been filed and/or relating to or covering the Notes becomes effective or when any supplement or amendment to the Prospectus has been filedeffective, (ii) of any request or proposed request by the Commission for an amendment or supplement to the Registration Statement, to any Prospectus, to any document incorporated by reference in any of the foregoing or for any additional information and the Company will afford the Agents a reasonable opportunity to comment on any such proposed amendment or supplement, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any part thereof or any order preventing or suspending the use of directed to any preliminary prospectus relating to the Notes or the Prospectus or of any document incorporated therein by reference or the initiation or threatening known by it threat of any proceedings for such purposes, (iii) of the receipt stop order proceeding or 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 challenge to the issue and sale of the Notes. If the Commission shall enter a stop order accuracy 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 adequacy of any document incorporated by reference in the any Prospectus, (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 of 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 defined for purposes of Rule 436(g) of the Rules and Regulations), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no Agent shall be obligated implication of a possible downgrading of such rating) as soon as the Company learns of any such downgrading, proposal to solicit offers 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 any Prospectus or which requires the making of a change in the Registration Statement or any Prospectus in order to purchase Notes so long as it is make any material statement therein not reasonably satisfied with such documentsmisleading.