Common use of Revisions of Prospectus -- Material Changes Clause in Contracts

Revisions of Prospectus -- Material Changes. If at any time prior to the Settlement Date any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for to the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus or any Issuer Free Writing Prospectus in order that the Prospectus or such Issuer Free Writing Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus or such Issuer Free Writing Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement Statement, the Prospectus or amend or supplement the such Issuer Free Writing Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents to cease the solicitation of offers for to purchase the purchase of Notes in the Agents’ capacity as agents and to cease sales of any Notes by the Purchasing AgentAgents may then own as principal pursuant to a Terms Agreement, and the Company will promptly prepare and and, subject to the last clause of subsection (b) of this Section 4, file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement Statement, the Prospectus and such Issuer Free Writing Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior to the Settlement Date Date, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the AgentsDealer(s), counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents Dealer(s) to cease the solicitation of offers for the purchase of Notes in their capacity as agent, if applicable, and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii3(b)(ii) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the AgentsDealer(s), without charge, such number of copies of such amendment or supplement as the Agents Dealer(s) may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior If, during such period after the first date of the public offering of the Preferred Stock as in the opinion of counsel to the Settlement Date Company a prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 0000 Xxx) is required by law to be delivered in connection with sales of the Preferred Stock by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time under which they were made when the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, at any such time to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulationsregulations, as applicableforthwith to (i) prepare and furnish, the Company shall give prompt notice, confirmed in writingat is own expense, to the Agents Underwriters and the dealers (whose names and addresses the Representatives shall furnish to cease the solicitation Company) to which the Preferred Stock may have been sold by the Representatives on behalf of offers for the purchase of Notes Underwriters and to cease sales of any Notes by other dealers upon request, either amendments or supplements to the Purchasing Agent, and the Company will promptly prepare and Prospectus or (ii) file with the Commission subject such reports pursuant to Section III(b)(ii) hereofthe Exchange Act, such amendment or supplement as may be necessary amendments to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and reports previously filed by the Company thereunder so that in case of either clause (i) or (ii) of this paragraph (b) the statements in the Prospectus as so amended and supplemented will furnish not, in the light of the circumstances under which they were made when the Prospectus is delivered to a purchaser, be misleading or so that the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company Prospectus will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Noteslaw.

Revisions of Prospectus -- Material Changes. If at any time prior So long as the Underwriters are required to deliver a Prospectus (or, in lieu thereof, the Settlement Date notice referred to in Rule 173(a) of the 1933 Act Regulations) in connection with sales or solicitations of offers to purchase the Notes, if any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, Company and of counsel for the Company or counsel for the TrustUnderwriters, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading misleading, in the light of the circumstances existing at the time the Prospectus it is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableprompt notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing AgentUnderwriters, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such an amendment or supplement to the Prospectus so that the Prospectus, as may be amended or supplemented, will not include any untrue statement of a material fact or omit to state any material fact necessary to correct such statement or omission or in order to make the statements therein not misleading, in the light of the circumstances existing at the time it is delivered to the Underwriters. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement and or the Prospectus comply with such requirementsor any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, and in the Company will furnish to light of the Agentscircumstances prevailing at that subsequent time, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In additionnot misleading, the Company will comply with promptly notify the 1933 ActUnderwriters and will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notesuntrue statement or omission.

Revisions of Prospectus -- Material Changes. If at any time prior when the ------------------------------------------- Prospectus is required by the 1933 Act to be delivered in connection with sales of the Settlement Date Notes or an Agent holds any Notes as principal purchased pursuant to a Terms Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, ' counsel for the Company or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of any either such counsel, at any such time to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents to cease the solicitation of offers for to purchase the purchase of Notes in the Agents' capacity as agents and to cease sales of any Notes by the Purchasing Agentan Agent may then own as principal, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in Section 4(m), if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustGlobal Funding, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company Global Funding shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agent and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company Global Funding will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company Global Funding will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company Global Funding will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (o) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in Section 2(i), if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, Agents or counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agent and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii2(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in Section 4(l) hereof, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agent or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include contain an untrue statement of a material fact or not omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend the Registration Statement in order that the Registration Statement not contain an untrue statement of a material fact or not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it shall be necessary, in the opinion of either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents Agent to cease the solicitation of offers for to purchase the purchase of Notes in its capacity as Agent and to cease sales of any Notes by the Purchasing AgentAgent may then own as principal, and the Company will promptly prepare and file with such amendment to the Commission Registration Statement or supplement to the Prospectus, subject to Section III(b)(ii4(b) hereof, such amendment whether by filing documents pursuant to the 1934 Act or supplement the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements, requirements and the Company will furnish to the AgentsAgent and counsel for the Agent, without charge, such number of copies of such amendment or supplement as the Agents Agent and counsel for the Agent may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustOperating Partnership, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company Operating Partnership shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company Operating Partnership will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(c) hereof, such amendment or supplement supplement, in form and substance reasonably satisfactory to counsel for the Agents, as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company Operating Partnership will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company Operating Partnership will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior when the ------------------------------------------- Prospectus is required by the 1933 Act to be delivered in connection with sales of the Settlement Date Securities any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of the Underwriters' counsel for the Agents, counsel for the Company or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of any either such counsel, at any such time to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to each of the Agents to cease the solicitation of offers for the purchase of Notes and Underwriters to cease sales of any Notes by the Purchasing AgentSecurities, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements; provided that, and the Company will furnish to the Agents, without charge, cost of furnishing such number of copies of such an amendment or supplement as (other than an amendment or supplement filed pursuant to the Agents may reasonably request. In addition, 0000 Xxx) after 6 months following the Company will comply with Closing shall be paid by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations Underwriters if all of the Commission under Securities have not been previously offered to the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notespublic.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in Section 5(a)(v) hereof, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii5(a)(ii) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior If, during such period after the first date of the public offering of the Notes as in the opinion of counsel to the Settlement Date Company a prospectus is required by law to be delivered in connection with sales of the Notes by an Agent as agent or sales of Notes by an Agent as principal, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus it is delivered to a purchaser, or if it shall be necessary, in the opinion of necessary at any such counsel, time to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableprompt notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers for to purchase the purchase of Notes in such Agent's capacity as agent and to cease sales of any Notes such Agent may then own as principal. If the Company shall determine that solicitation of purchases of the Notes shall be resumed, or if on the date of the occurrence of the event necessitating an amendment of or supplement to the Prospectus an Agent holds Notes that were issued by the Purchasing AgentCompany less than 90 days prior to such date, and then, prior to the Company's authorizing the Agents to resume solicitations of purchases of the Notes or prior to sales of any such Notes, the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior to the Settlement Date, or at any time after the Settlement Date when the Prospectus is required by the 1933 Act to be delivered in connection with offers or sales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the AgentsDealer(s), counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents Dealer(s) to cease the solicitation of offers for the purchase of Notes in their capacity as agent, if applicable, and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii3(b)(ii) hereof, if applicable, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the AgentsDealer(s), without charge, such number of copies of such amendment or supplement as the Agents Dealer(s) may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior If, during such period after the first date of the public offering of the Notes as in the opinion of counsel to the Settlement Date Company a prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is required by law to be delivered in connection with sales of the Notes solicited by an Agent as agent or sales of Notes by an Agent as principal, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus or the Pricing Disclosure Material in order that the Prospectus or Pricing Disclosure Material will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at under which they were made, and in order that timely information is provided pursuant to Rule 159 of the time the Prospectus is delivered to a purchaser1933 Act, or if it shall be necessary, in the opinion of necessary at any such counsel, time to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableprompt notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers for to purchase the purchase of Notes in such Agent’s capacity as agent and to cease sales of any Notes such Agent may then own as principal. If the Company shall determine that solicitation of purchases of the Notes shall be resumed, or if on the date of the occurrence of the event necessitating an amendment of or supplement to the Prospectus an Agent holds Notes that were issued by the Purchasing AgentCompany less than 90 days prior to such date, and then, prior to the Company’s authorizing the Agents to resume solicitations of purchases of the Notes or prior to sales of any such Notes, the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus or Pricing Disclosure Material comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (p) of this Section 3, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Selling Agents or counsel for the TrustCompany, to further amend or supplement the Registration Statement Prospectus or any Disclosure Package in order that the Registration Statement Prospectus or such Disclosure Package will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaserthen existing, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the 1933 Securities Act or the 1933 Act RegulationsExchange Act, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Selling Agent to cease the solicitation of offers for to purchase the purchase of applicable Notes in the Selling Agent’s capacity as agent (and, if so notified, such Selling Agent shall promptly cease such solicitation) and to cease sales of any such Notes by the Purchasing AgentSelling Agent may then own as principal, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the Exchange Act, the Securities Act or otherwise (including, if consented to by the Selling Agents, by means of an Issuer Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Statement, the Prospectus or the applicable Disclosure Package comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in Section 5(a)(v) hereof, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustPrincipal Entities, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company Principal Entities shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company Principal Entities will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii5(a)(ii) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company Principal Entities will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company Principal Entities will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (o) of this Section 3, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Selling Agents or counsel for the TrustCompany, to further amend or supplement the Registration Statement Prospectus or any Disclosure Package in order that the Registration Statement Prospectus or such Disclosure Package will not contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaserthen existing, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the 1933 Securities Act or the 1933 Act RegulationsExchange Act, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Selling Agent to cease the solicitation of offers for to purchase the purchase of applicable Notes in the Selling Agent’s capacity as agent (and, if so notified, such Selling Agent shall promptly cease such solicitation) and to cease sales of any such Notes by the Purchasing AgentSelling Agent may then own as principal, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the Exchange Act, the Securities Act or otherwise (including, if consented to by the Selling Agents, by means of an Issuer Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Statement, the Prospectus or the applicable Disclosure Package comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (n) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in Section III(p) hereof, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or any Disclosure Package will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchasersuch statements were made, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act RegulationsAct, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers for to purchase the purchase of Notes and in the Agent’s capacity as agent (and, if so notified, such Agent shall promptly cease such solicitation), to cease sales of any Notes by the Purchasing AgentAgent may then own as principal, and to terminate any purchase contracts for the Notes, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, SEC such amendment or supplement supplement, whether by filing documents pursuant to the Exchange Act, the 1933 Act or otherwise (including, if consented to by the Agents, by means of a Company Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement Statement, the Prospectus and Prospectus the applicable Disclosure Package comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in Section 4(n), if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the Trust, to amend or supplement the S-1 Registration Statement in order that the S-1 Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the S-1 Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company Trust shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agent and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company Trust will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the S-1 Registration Statement and Prospectus comply with such requirements, and the Company Trust will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company Trust will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in Section 2(j), if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, Agents or counsel for the Company or counsel for the Trust, to amend or supplement the S-3 Registration Statement in order that the S-3 Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the S-3 Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agent and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii2(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the S-3 Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in Section III(p) hereof, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or any Disclosure Package will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchasersuch statements were made, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act RegulationsSecurities Act, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers for to purchase the purchase of Notes and in the Agent’s capacity as agent (and, if so notified, such Agent shall promptly cease such solicitation), to cease sales of any Notes by the Purchasing AgentAgent may then own as principal, and to terminate any purchase contracts for the Notes, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, SEC such amendment or supplement supplement, whether by filing documents pursuant to the Exchange Act, the Securities Act or otherwise (including, if consented to by the Agents, by means of a Company Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement Statement, the Prospectus and Prospectus the applicable Disclosure Package comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (o) of this Section, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, Agents or counsel for the Company or counsel for and the TrustGuarantor, to further amend or supplement the Registration Statement Statement, the Base Prospectus, the Prospectus Supplement or any Disclosure Package (other than with respect to the filing of Pricing Supplements in connection with specific offerings of Notes) in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus applicable Disclosure Package will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchasersuch statements were made, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement Statement, the Base Prospectus, the Prospectus Supplement or any Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act RegulationsSecurities Act, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers for to purchase the purchase of Notes in the Agent’s capacity as agent (and, if so notified, such Agent shall promptly cease such solicitation) and to cease sales of any Notes by the Purchasing AgentAgent may then own as principal, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, SEC such amendment or supplement supplement, whether by filing documents pursuant to the Exchange Act, the Securities Act or otherwise (including, if consented to by the Agents, by means of a Company Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement Statement, the Base Prospectus, the Prospectus Supplement and Prospectus the applicable Disclosure Package comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior to the Settlement Date any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "“1934 Act Regulations"”) so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior So long as the Agents are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Settlement Date Notes, if any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the AgentsCompany, after consultation with counsel for the Company or counsel for the TrustAgents, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it shall be necessary, in the opinion of such counsel for the Company, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, prompt notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in their capacity as agents and to cease sales of any Notes the Agents may then own as principal. In addition, if any Agent holds Notes purchased for resale pursuant to a Terms Agreement and the Company has given notice to the Agents pursuant to this subsection (d) within 90 days after the date of execution of such Terms Agreement, the Company will prepare and file as soon as practicable an amendment or supplement to the Prospectus so that the Prospectus, as amended or supplemented, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus it is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise ------------------------------------------- provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will use commercially reasonable efforts to promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior to during the Settlement Date term of this Agreement, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, necessary to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, necessary to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents Agent to cease the solicitation of offers for the purchase of Notes in its capacity as agent and to cease sales of any Notes by it may then own as principal, and, if so notified, the Purchasing AgentAgent shall cease such solicitations and sales as soon as practicable, but in any event not later than one business day after receipt of notice from the Company, and the Company, unless the Company determines, in its sole discretion and at a time when the Agent shall not then be holding any Notes purchased from the Company as principal, to suspend the Program, will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the AgentsAgent, without charge, such number of copies of such amendment or supplement as the Agents Agent may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (1) of this Section, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to further amend or supplement the Registration Statement in order that Statement, the Registration Statement will not contain an untrue statement of a material fact General Disclosure Package or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus same will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading (except in the case of the General Disclosure Package and the Prospectus, in the light of the circumstances existing at the Applicable Time or the time the Prospectus is delivered (or but for the exemption in Rule 172 of the 1933 Act Regulations would be required to be delivered) to a purchaser), or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement Statement, the Statutory Prospectus or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicablethen immediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents to cease the solicitation of offers for to purchase the purchase Notes in their capacity as agents of Notes the Company and to cease sales of any Notes by the Purchasing Agentan Agent may then own as principal pursuant to a Terms Agreement or otherwise, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, SEC such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement Statement, the Statutory Prospectus and the Prospectus comply with such requirements, and as the Company will furnish case may be. If, prior to the Agentscompletion of the offer and sale of the Notes of the particular tranche, without chargeat any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted, such number conflicts or would conflict with the information then contained in the Registration Statement, the General Disclosure Package or the Prospectus or included, includes or would include an untrue statement of copies a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of such amendment or supplement as the Agents may reasonably request. In additioncircumstances prevailing at that subsequent time, not misleading, the Company will comply with promptly notify the 1933 Actapplicable Agent(s) and amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notesuntrue statement or omission.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (o) of this Section, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or any Disclosure Package will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchasersuch statements were made, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act RegulationsAct, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers for to purchase the purchase of Notes in the Agent’s capacity as agent (and, if so notified, such Agent shall promptly cease such solicitation) and to cease sales of any Notes by the Purchasing AgentAgent may then own as principal, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, SEC such amendment or supplement supplement, whether by filing documents pursuant to the Exchange Act, the 1933 Act or otherwise (including, if consented to by the Agents, by means of a Company Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement Statement, the Prospectus and Prospectus the applicable Disclosure Package comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by they may then own as principal, and the Purchasing AgentAgents shall as soon as practicable cease any such solicitation or sales, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior to the Settlement Date, or after the Settlement Date when the Prospectus is required by the 1933 Act to be delivered in connection with offers or sales of the Notes, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, if applicable, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "“1934 Act Regulations"”) so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.the

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (l) of this Section, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the Banc One Capital Markets, Inc. Chase Securities Inc. Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx & Co. Incorporated ___________, 1999 Page 11 opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents to cease the solicitation of offers for to purchase the purchase of Notes in the Agents' capacity as agents and to cease sales of any Notes by the Purchasing Agentan Agent may then own as principal, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, SEC such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements. For purposes of this subsection, and the Company will furnish such information with respect to itself to the Agents, without charge, such number counsel for the Agents and counsel for the Company as may be necessary for counsel for the Agents and counsel for the Company to be aware of copies of such amendment and to consult with the Agents and the Company with respect to the need to amend or supplement the Prospectus, and shall furnish such further information as the Agents may from time to time reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for to the Agents, counsel for the Company Purchasing Agent or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus or any Issuer Free Writing Prospectus in order that the Prospectus or such Issuer Free Writing Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus or such Issuer Free Writing Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement Statement, the Prospectus or amend or supplement the such Issuer Free Writing Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents Purchasing Agent to cease the solicitation of offers for to purchase the purchase of Notes in the Purchasing Agent’s capacity as agent and to cease sales of any Notes by the Purchasing AgentAgent may then own as principal pursuant to a Terms Agreement, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement Statement, the Prospectus and such Issuer Free Writing Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as ------------------------------------------ otherwise provided in subsection (i) of this Section 4, if at any time prior to during the Settlement Date any term of this Agreement an event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus in order that the Prospectus will not include an contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading made therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or if it shall be necessary, in the opinion of any such counsel, necessary to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company prompt notice shall give prompt notice, confirmed in writing, be given to the Agents to cease the solicitation of offers for to purchase the purchase of Notes and to cease sales of any Notes by the Purchasing Agentin their capacity as agents, and the Company will (subject to subsection (b) of this Section 4) promptly prepare and file file, or transmit for filing, with the Commission subject to Section III(b)(ii) hereof, SEC such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as the Company reasonably determines may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements. The Agents shall, and at such time as the Company will furnish shall have furnished to the Agents, without charge, such number of copies of such amendment Agents an amended or supplement as supplemented Prospectus in form reasonably satisfactory to the Agents may reasonably request. In additionand their counsel, resume solicitation of offers to purchase the Company will comply with Notes using the 1933 Act, the 1933 Act Regulations, the 1934 Act Prospectus so amended and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notessupplemented.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (o) of this Section, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or any Disclosure Package will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchasersuch statements were made, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act RegulationsAct, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers for to purchase the purchase of Notes and in the Agent’s capacity as agent (and, if so notified, such Agent shall promptly cease such solicitation), to cease sales of any Notes by the Purchasing AgentAgent may then own as principal, and to terminate any purchase contracts for the Notes, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, SEC such amendment or supplement supplement, whether by filing documents pursuant to the Exchange Act, the 1933 Act or otherwise (including, if consented to by the Agents, by means of a Company Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement Statement, the Prospectus and Prospectus the applicable Disclosure Package comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (j) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Purchasing Agent or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the General Disclosure Package or the Prospectus in order that the Prospectus same will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus same is conveyed or delivered (or but for the exemption in Rule 172 under the 1933 Act Regulations (“Rule 172”) would be required to be delivered), respectively, to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or to file a new registration statement or amend or supplement the General Disclosure Package or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents Purchasing Agent to cease the solicitation of offers for the purchase of Notes in its capacity as agent and to cease sales of any Notes by the Purchasing Agentit may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement Statement, the General Disclosure Package and the Prospectus comply with such requirements, the Company will use its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Company will furnish to the AgentsPurchasing Agent, without charge, such number of copies of such amendment amendment, supplement or supplement new registration statement as the Agents Purchasing Agent may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Purchasing Agent and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend the Registration Statement or supplement the Previous Registration Statement in order that the Registration Statement or the Previous Registration Statement, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend the Registration Statement or supplement the Previous Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement State ment and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior to the Settlement Date, or after the Settlement Date when the Prospectus is required by the 1933 Act to be delivered in connection with offers or sales of the Notes, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, if applicable, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend the Registration Statement or supplement the Previous Registration Statement in order that the Registration Statement or the Previous Registration Statement, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend the Registration Statement or supplement the Previous Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise ------------------------------------------- provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by they may then own as principal, and the Purchasing AgentAgents shall as soon as practicable cease any such solicitation or sales, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior If, during such period after the first date of the public offering of the Notes as in the opinion of counsel to the Settlement Date Company a prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is required by law to be delivered in connection with the sxxx xx xhe Notes by the Purchasing Agent as principal, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus or the Pricing Disclosure Material in order that the Prospectus or Pricing Disclosure Material will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at under which they were made, and in order that timely information is provided pursuant to Rule 159 of the time the Prospectus is delivered to a purchaser1933 Act, or if it shall be necessary, in the opinion of necessary at any such counsel, time to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableprompt notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers for to purchase the purchase of Notes in such Agent's capacity as agent and to cease sales of any Notes such Agent may then own as principal. If the Company shall determine that solicitation of purchases of the Notes shall be resumed, or if on the date of the occurrence of the event necessitating an amendment of or supplement to the Prospectus an Agent holds Notes that were issued by the Purchasing AgentCompany less than 90 days prior to such date, and then, prior to the Company's authorizing the Agents to resume solicitations of purchases of the Notes or prior to sales of any such Notes, the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus or Pricing Disclosure Material comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in Section III(p) hereof, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus or any Disclosure Package in order that the Prospectus or any Disclosure Package will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchasersuch statements were made, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement Statement, the Prospectus or any Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act RegulationsSecurities Act, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers for to purchase the purchase of Notes and in the Agent’s capacity as agent (and, if so notified, such Agent shall promptly cease such solicitation), to cease sales of any Notes by the Purchasing AgentAgent may then own as principal, and to terminate any purchase contracts for the Notes, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, SEC such amendment or supplement supplement, whether by filing documents pursuant to the Exchange Act, the Securities Act or otherwise (including, if consented to by the Agents, by means of a Company Free Writing Prospectus), as may be necessary to correct such untrue statement or omission or to make the Registration Statement Statement, the Prospectus and Prospectus the applicable Disclosure Package comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Purchasing Agent or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents Purchasing Agent to cease the solicitation of offers for the purchase of Notes in their capacity as agent and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the AgentsPurchasing Agent, without charge, such number of copies of such amendment or supplement as the Agents Purchasing Agent may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by they may then own as principal, and, in the Purchasing Agentcase where the Agents may then own Notes or principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such an amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, the Company will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Company will furnish to the Agents, without charge, such number of copies of such amendment amendment, supplement or supplement new registration statement as the Agents may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Agents and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (l) of this Section, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustOperating Partnership, to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of either such counsel, to amend the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchasermisleading, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company Operating Partnership shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for to purchase the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company Operating Partnership will promptly prepare and file with such amendment to the Commission Registration Statement or supplement to the Prospectus, subject to Section III(b)(ii4(b) hereof, such amendment whether by filing documents pursuant to the 1934 Act or supplement the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements, requirements and the Company Operating Partnership will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company Operating Partnership will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustOperating Partnership, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company Operating Partnership shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company Operating Partnership will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, whether by filing documents pursuant to the 1934 Act or the 1933 Act or otherwise, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company Operating Partnership will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company Operating Partnership will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise ------------------------------------------- provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If at any time prior If, during such period after the first date of the public offering of the Notes as in the opinion of counsel to the Settlement Date Company a prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is required by law to be delivered in connection with sales of the Notes solicited by an Agent as agent or sales of Notes by an Agent as principal, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus or the Pricing Disclosure Material in order that the Prospectus or Pricing Disclosure Material will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at under which they were made, and in order that timely information is provided pursuant to Rule 159 of the time the Prospectus is delivered to a purchaser1933 Act, or if it shall be necessary, in the opinion of necessary at any such counsel, time to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableprompt notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers for to purchase the purchase of Notes in such Agent's capacity as agent and to cease sales of any Notes such Agent may then own as principal. If the Company shall determine that solicitation of purchases of the Notes shall be resumed, or if on the date of the occurrence of the event necessitating an amendment of or supplement to the Prospectus an Agent holds Notes that were issued by the Purchasing AgentCompany less than 90 days prior to such date, and then, prior to the Company's authorizing the Agents to resume solicitations of purchases of the Notes or prior to sales of any such Notes, the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus or Pricing Disclosure Material comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise ----------------------- provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the 15 opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing Agentthey may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agent or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents Agent to cease the solicitation of offers for the purchase of Notes in its capacity as agent and to cease sales of any Notes by the Purchasing Agentit may then own as principal, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the AgentsAgent, without charge, such number of copies of such amendment or supplement as the Agents Agent may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for to the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus or any Issuer Free Writing Prospectus in order that the Prospectus or such Issuer Free Writing Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus or such Issuer Free Writing Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of any either such counsel, to amend or supplement the Registration Statement Statement, the Prospectus or amend or supplement the such Issuer Free Writing Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents to cease the solicitation of offers for to purchase the purchase of Notes in the Agents’ capacity as agents and to cease sales of any Notes by the Purchasing AgentAgents may then own as principal pursuant to a Terms Agreement, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement Statement, the Prospectus and such Issuer Free Writing Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except ------------------------------------------- as otherwise provided in subsection (m) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes in their capacity as agents and to cease sales of any Notes by they may then own as principal, and the Purchasing AgentAgents shall as soon as practicable cease any such solicitation or sales, and the Company will promptly prepare and file with the Commission Commission, subject to Section III(b)(ii4(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of Notes.

Revisions of Prospectus -- Material Changes. If Except as otherwise provided in subsection (l) of this Section, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company Agents or counsel for the TrustPartnerships, to amend or supplement the Prospectus in order that the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary in the opinion of either such counsel, to amend the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchasermisleading, or if it shall be necessary, in the opinion of any either such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company Partnerships shall give prompt immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers for to purchase the purchase of Notes Securities in their capacity as agents and to cease sales of any Notes by the Purchasing AgentSecurities they may then own as principal, and the Company Partnerships will promptly prepare and file with such amendment to the Commission Registration Statement or supplement to the Prospectus, subject to Section III(b)(ii4(b) hereof, such amendment whether by filing documents pursuant to the 1934 Act or supplement the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements, requirements and the Company Operating Partnership will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company Partnerships will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Regulations so as to permit the completion of the distribution of each offering of NotesSecurities.

Revisions of Prospectus -- Material Changes. If at any time prior when the ------------------------------------------ Prospectus is required by the 1933 Act to be delivered in connection with sales of the Settlement Date Securities any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of the Underwriters' counsel for the Agents, counsel for the Company or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of any either such counsel, at any such time to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableimmediate notice shall be given, the Company shall give prompt notice, and confirmed in writing, to each of the Agents to cease the solicitation of offers for the purchase of Notes and Underwriters to cease sales of any Notes by the Purchasing AgentSecurities, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements; provided that, and the Company will furnish to the Agents, without charge, cost of furnishing such number of copies of such an amendment or supplement as (other than an amendment or supplement filed pursuant to the Agents may reasonably request. In addition, 0000 Xxx) after 6 months following the Company will comply with Closing shall be paid by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations Underwriters if all of the Commission under Securities have not been previously offered to the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notespublic.

Revisions of Prospectus -- Material Changes. If Except as otherwise ------------------------------------------- provided in subsection (k) of this Section 4, if at any time prior to during the Settlement Date term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, Agents and counsel for the Company or counsel for the TrustCompany, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of any both such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicableprompt notice shall be given, the Company shall give prompt notice, and confirmed in writing, to the Agents to cease the solicitation of offers for to purchase the purchase of Notes in their capacity as agents and to cease sales of any Notes by the Purchasing AgentAgents may then own as principal, and the Company will promptly prepare amend the Registration Statement and file with the Commission subject Prospectus, whether by filing documents pursuant to Section III(b)(ii) hereofthe 1934 Act, such amendment the 1933 Act or supplement otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements. The Agents shall, and at such time as the Company will furnish shall have furnished to the Agents, without charge, such number of copies of such amendment Agents an amended or supplement as supplemental Prospectus satisfactory to the Agents may reasonably request. In additionand their counsel, resume solicitation of offers to purchase the Company will comply with Notes using the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") Prospectus as so as to permit the completion of the distribution of each offering of Notesamended or supplemented.