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

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the Corporation, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent and to cease sales of any Notes any Agent may then own as principal, and the Corporation will promptly prepare and file with the SEC such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if If at any time during when the term delivery of this Agreement the Prospectus shall be required by law in connection with the sale of the Notes, in the opinion of Agent Approved Counsel, counsel for the Company or counsel for the Trust, either (A) any event shall occur or condition exist have occurred as a result of which it is necessarythe Registration Statement or Prospectus, in the reasonable opinion of counsel for the Agents as then amended or counsel for the Corporationsupplemented, to further amend or supplement the Prospectus in order that the Prospectus will not would include an any untrue statement of a material fact fact, or omit to state any material fact necessary in order to make the statements therein not misleading therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaserunder which they were made, not misleading or if (B) for any other reason it shall be necessary, in the reasonable opinion of either such counsel, necessary to amend or supplement the Registration Statement or the Prospectus Prospectus, as then amended or supplemented, in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, immediate notice shall be givenas applicable, and confirmed in writing, the Company will (1) notify the Agent(s) to the Agents to cease suspend the solicitation of offers to purchase Notes and if notified by the Notes in Company, the Agents' capacity Agent(s) shall forthwith suspend such solicitation and cease using the Prospectus as agent then amended or supplemented and to cease sales of any Notes any Agent may then own as principal, and the Corporation will (2) promptly prepare and file with the SEC Commission such amendment or supplement, whether by filing documents pursuant supplement to the 1934 Act, Registration Statement or the 1933 Act or otherwise, as may be necessary to Prospectus which will correct such untrue statement or omission or effect such compliance and will provide to make the Registration Statement and Prospectus comply with such requirementsAgent(s) without charge a reasonable number of copies thereof, which the Agent(s) shall use thereafter.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (kq) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a Note purchaser, or if it shall be necessary, in the reasonable opinion of either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' each Agent's capacity as agent and to cease sales of any Notes any Agent may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if If at any time during when the term delivery of this Agreement the Prospectus shall be required by law in connection with the sale of the Notes, in the opinion of Agent Approved Counsel, counsel for the Company or counsel for the Trust, either (A) any event shall occur or condition exist have occurred as a result of which it is necessarythe Registration Statement or the Prospectus, in the reasonable opinion of counsel for the Agents as then amended or counsel for the Corporationsupplemented, to further amend or supplement the Prospectus in order that the Prospectus will not would include an any untrue statement of a material fact fact, or omit to state any material fact necessary in order to make the statements therein not misleading therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaserunder which they were made, not misleading or if (B) for any other reason it shall be necessary, in the reasonable opinion of either such counsel, necessary to amend or supplement the Registration Statement or the Prospectus Prospectus, as then amended or supplemented, in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, immediate notice shall be givenas applicable, and confirmed in writing, the Company will (1) notify the Agent(s) to the Agents to cease suspend the solicitation of offers to purchase Notes and if notified by the Notes in Company, the Agents' capacity Agent(s) shall forthwith suspend such solicitation and cease using the Prospectus as agent then amended or supplemented and to cease sales of any Notes any Agent may then own as principal, and the Corporation will (2) promptly prepare and file with the SEC Commission such amendment or supplement, whether by filing documents pursuant supplement to the 1934 Act, Registration Statement or the 1933 Act or otherwise, as may be necessary to Prospectus which will correct such untrue statement or omission or effect such compliance and will provide to make the Registration Statement and Prospectus comply with such requirementsAgent(s) without charge a reasonable number of copies thereof, which the Agent(s) shall use thereafter.

Revisions of Prospectus -- Material Changes. Except as otherwise ------------------------------------------- provided in subsection (kl) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent and to cease sales of any Notes any Agent the Agents may then own as principal, and the Corporation Company will promptly prepare amend the Registration Statement and file with the SEC such amendment or supplementProspectus, 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 requirementsrequirements and the Company shall furnish to the Agents as many copies of the Registration Statement and the Prospectus, as each may then be amended or supplemented, as the Agents shall reasonably require.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k1) of this Section, if at any time during the 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 or counsel for the Corporation, necessary to further amend or supplement the Registration Statement or the Prospectus or any amendment or supplement thereto in order that neither the Registration Statement or the Prospectus nor any amendment or supplement thereto 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 therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaserin which they were made, not misleading or if it shall be necessary, in the reasonable opinion of either such counsel, necessary to amend or supplement the Registration Statement or the Prospectus or any amendment or supplement thereto in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent agents and to cease sales of any Notes any Agent the Agents may then own have purchased from the Company as principal, and the Corporation Company will promptly prepare and file with the SEC such amendment or 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 any amendment or supplement thereto comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' their capacity as agent agents and to cease sales of any Notes any an Agent may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file file, subject to Section 4(b) hereof, with the SEC such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent and to cease sales of any Notes any Agent the Agents may then own as principal, and the Corporation Company will promptly prepare amend the Registration Statement and file with the SEC such amendment or supplementProspectus, subject to Section 4(b) herein, 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the Corporation, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent and to cease sales of any Notes any Agent may then own as principal, and the Corporation will promptly prepare and file with the SEC such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k1) of this Section, if at any time during the 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 or counsel for the Corporation, necessary to further amend or supplement the Registration Statement or the Prospectus or any amendment or supplement thereto in order that neither the Registration Statement or the Prospectus nor any amendment or supplement thereto 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 therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaserin which they were made, not misleading or if it shall be necessary, in the reasonable opinion of either such counsel, necessary to amend or supplement the Registration Statement or the Prospectus or any amendment or supplement thereto in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent agents and to cease sales of any Notes any Agent the Agents may then own have purchased from the Company as principal, and the Corporation Company and the Guarantor will promptly prepare and file with the SEC such amendment or 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 any amendment or supplement thereto comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (kl) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the such Agents' capacity as agent and to cease sales of any Notes any such Agent may then own as principalprincipal (and, if so notified, such Agent shall cease such solicitations as soon as practicable, but in any event not later than one business day later), and the Corporation Company will promptly prepare amend the Registration Statement and file with the SEC such amendment or supplementProspectus, 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 the Prospectus comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' ’ capacity as agent agents and to cease sales of any Notes any Agent the Agents may then own as principal, and the Corporation Company will promptly prepare and file with the SEC Commission such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (kl) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent agents and to cease sales of any Notes any Agent the Agents may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC Commission such amendment or 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 requirementsrequirements purchasing prior to the date on which such financial information is released to the general public.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationTrust, 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 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 either such counsel, 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, the Trust shall give immediate notice shall be givennotice, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' their capacity as agent agents and to cease sales of any Notes any Agent they may then own as principal, and the Corporation Trust will promptly prepare amend the Registration Statement and file with the SEC such amendment or supplementProspectus, whether by filing documents pursuant to the 1934 Act, Act or the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Registra- tion Statement and Prospectus comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the Corporation, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers to purchase the Notes in the Agents' Agent's capacity as agent (and, if so notified, such Agent shall promptly cease such solicitation) and to cease sales of any Notes any the Agent may then own as principal, and the Corporation will promptly prepare and file with the SEC such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 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, immediate notice shall be given, and confirmed in writing, given to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' their capacity as agent agents and to cease sales of any Notes any an Agent may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file file, subject to Section 4(b) hereof, with the SEC such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise -------------------------------------------- provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent agents and to cease sales of any Notes any Agent the Agents may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC Commission such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (kSection 4(k) of this Sectionhereof, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent agents and to cease sales of any Notes any Agent the Agents may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC such amendment or supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, supplement as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k1) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, to amend or supplement the Registration Statement Statements or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent agents and to cease sales of any Notes any Agent the Agents may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC Commission such amendment or 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 Statements and Prospectus comply with such requirements.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (kl) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent agents and to cease sales of any Notes any Agent the Agents may then own as principalprincipal pursuant to any Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationCompany or the Guarantor, 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 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 either such counsel, 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, the Company and the Guarantor shall give immediate notice shall be givennotice, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' their capacity as agent agents and to cease sales of any Notes any Agent they may then own as principal, and the Corporation Company and the Guarantor will promptly prepare amend the Registration Statement and file with the SEC such amendment or supplementProspectus, whether by filing documents pursuant to the 1934 Act, Act or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the Corporation, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' ’ capacity as agent and to cease sales of any Notes any Agent may then own as principal, and the Corporation will promptly prepare and file with the SEC such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 Purchasing Agent or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents Purchasing Agent to cease the solicitation of offers to purchase the Notes in the Agents' Purchasing Agent’s capacity as agent and to cease sales of any Notes any the Purchasing Agent may then own as principal, and the Corporation Company will promptly prepare amend the Registration Statement and file with the SEC such amendment or supplementProspectus, 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationTrust, 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 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 either such counsel, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements require- ments of the 1933 Act or the 1933 Act Regulations, the Trust shall give immediate notice shall be givennotice, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' their capacity as agent agents and to cease sales of any Notes any Agent they may then own as principal, and the Corporation Trust will promptly prepare amend the Registration Statement and file with the SEC such amendment or supplementProspectus, whether by filing documents pursuant to the 1934 Act, Act or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, the Company shall give immediate notice shall be givennotice, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' their capacity as agent agents and to cease sales of any Notes any Agent they may then own as principal, and the Corporation Company will promptly prepare amend the Registration Statement and file with the SEC such amendment or supplementProspectus, whether by filing documents pursuant to the 1934 Act, Act or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise ------------------------------------------- provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent agents and to cease sales of any Notes any Agent the Agents may then own as principal, and the Corporation Company will promptly prepare and file with the SEC Commission such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 Agent or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents Agent to cease the solicitation of offers to purchase the Notes in the Agents' Agent’s capacity as agent and to cease sales of any Notes any the Agent may then own as principal, and the Corporation Company will promptly prepare amend the Registration Statement and file with the SEC such amendment or supplementProspectus, 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (kp) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a Note purchaser, or if it shall be necessary, in the reasonable opinion of either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' each Agent’s capacity as agent and to cease sales of any Notes any Agent may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents each Agent to cease the solicitation of offers to purchase the Notes in the Agents' such Agent's capacity as agent and to cease sales of any Notes any such Agent may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k) of this Sectionsubsection, if at any time during when a prospectus is required to be delivered in connection with sales of the term of this Agreement Notes any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be givengiven by telephone, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent and to cease sales of any Notes any Agent may then own as principal, and the Corporation Company will (i) subject to Section 4(b) hereof promptly prepare amend or supplement the Registration Statement and file with the SEC such amendment or supplementProspectus, 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 requirementsrequirements and (ii) furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (kl) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, the Company shall give immediate notice shall be givennotice, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' their capacity as agent agents and to cease sales of any Notes any Agent they may then own as principal, and the Corporation Company will promptly prepare amend the Registration Statement and file with the SEC such amendment or supplementProspectus, whether by filing documents pursuant to the 1934 Act, Act or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (k1) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent agents and to cease sales of any Notes any Agent the Agents may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC Commission such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise ------------------------------------------- provided in subsection (k1) of this Section, if at any time during the 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 Purchasing Agent or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents Purchasing Agent to cease the solicitation of offers to purchase the Notes in the Agents' Purchasing Agent's capacity as agent and to cease sales of any Notes any the Purchasing Agent may then own as principal, and the Corporation Company will promptly prepare amend the Registration Statement and file with the SEC such amendment or supplementProspectus, 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.

Revisions of Prospectus -- Material Changes. Except as otherwise ------------------------------------------- provided in subsection (k) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agent agents and to cease sales of any Notes any Agent the Agents may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC Commission such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (kp) of this Section, if at any time during the 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 or counsel for the CorporationCompany, 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 not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a Note purchaser, or if it shall be necessary, in the reasonable opinion of either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' each Agent's capacity as agent and to cease sales of any Notes any Agent may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC such amendment or 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.

Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (kq) of this Section, if at any time during the 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 Agent or counsel for the CorporationCompany, 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 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 either such counsel, 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, immediate notice shall be given, and confirmed in writing, to the Agents Agent to cease the solicitation of offers to purchase the Notes in the Agents' Agent's capacity as agent and to cease sales of any Notes any the Agent may then own as principalprincipal pursuant to a Terms Agreement, and the Corporation Company will promptly prepare and file with the SEC such amendment or 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.