Common use of Subsequent Delivery of Negative Assurances Clause in Contracts

Subsequent Delivery of Negative Assurances. In the event that: (i) the Registration Statement or Prospectus has been amended or supplemented (other than (1) by an amendment or supplement providing solely for the determination of the variable terms of the notes issued pursuant to the Registration Statement or (2) the Company has filed any report under Section 13 or 15(d) of the 0000 Xxx) (each, a "Registration Statement Amendment"), (ii) the Company has filed, pursuant to the 1934 Act, its quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be (each, a "Company Periodic Report"), or (iii) the Company, the Trust and the applicable Agents so agree (each, a "Take Down Request"), then the Company shall furnish or cause to be furnished to the Agents and any other agent that has entered into a selling agent agreement in connection with the Retail Program (collectively the "Retail Agents") and to counsel to the Agents, promptly upon such Registration Statement Amendment, Company Periodic Report or Take Down Request, as the case may be, the negative assurance of Company Approved Counsel and the negative assurance of Sidley Xxxxxx Xxxxx & Xxxx LLP, legal counsel to the Agents, dated the date of filing or effectiveness of such Registration Statement Amendment, as applicable, the date of the Company Periodic Report or the date agreed to in such Take Down Request, as the case may be, in form and substance satisfactory to the Purchasing Agent, of substantially the same tenor as the letters referred to in Section II(b)(2) and Section II(b)(1) hereof, respectively, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter or, in lieu of such letter, counsel last furnishing such negative assurance to any Retail Agent shall furnish the Retail Agents with a letter substantially to the effect that the Retail Agents may rely on such last negative assurance to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Subsequent Delivery of Negative Assurances. In the event that: (i) the Registration Statement or the InterNotes® Prospectus has been amended or supplemented (other than (1) by an amendment or supplement providing solely for the determination of the variable terms of the notes issued pursuant to the Registration Statement or (2) the Company has filed any report under Section 13 or 15(d) of the 0000 Xxx) (each, a "“Registration Statement Amendment"”), (ii) the Company has filed, pursuant to the 1934 Act, its quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be (each, a "“Company Periodic Report"”), or (iii) the Company, the Trust and the applicable Agents so agree (each, a "“Take Down Request"”), then the Company shall furnish or cause to be furnished to the Agents and any other agent that has entered into a selling agent agreement in connection with the Retail InterNotes® Program (collectively the "Retail “InterNotes® Agents"”) and to counsel to the Agents, promptly upon such Registration Statement Amendment, Company Periodic Report or Take Down Request, as the case may be, the negative assurance of Company Approved Counsel and the negative assurance of Sidley Xxxxxx Xxxxx & Xxxx Austin LLP, legal counsel to the Agents, dated the date of filing or effectiveness of such Registration Statement Amendment, as applicable, the date of the Company Periodic Report or the date agreed to in such Take Down Request, as the case may be, in form and substance satisfactory to the Purchasing Agent, of substantially the same tenor as the letters referred to in Section II(b)(2) and Section II(b)(1) hereof, respectively, but modified, as necessary, to relate to the Registration Statement and the InterNotes® Prospectus as amended and supplemented to the time of delivery of such letter and the Time of Sale Prospectus, as applicable, or, in lieu of such letter, counsel last furnishing such negative assurance to any Retail InterNotes® Agent shall furnish the Retail InterNotes® Agents with a letter substantially to the effect that the Retail InterNotes® Agents may rely on such last negative assurance to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last negative assurance shall be deemed to relate to the Registration Statement and the InterNotes® Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).

Subsequent Delivery of Negative Assurances. In the event that: (i) the Registration Statement or Prospectus has been amended or supplemented (other than (1) by an amendment or supplement providing solely for the determination of the variable terms of the notes issued pursuant to the Registration Statement or (2) the Company has filed any report under Section 13 or 15(d) of the 0000 Xxx) (each, a "Registration Statement Amendment"), (ii) the Company has filed, pursuant to the 1934 Act, its quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be (each, a "Company Periodic Report"), or (iii) the Company, the Trust and the applicable Agents so agree (each, a "Take Down Request"), then the Company shall furnish or cause to be furnished to the Agents and any other agent that has entered into a selling agent agreement in connection with the Retail InterNotes® Program (collectively the "Retail InterNotes® Agents") and to counsel to the Agents, promptly upon such Registration Statement Amendment, Company Periodic Report or Take Down Request, as the case may be, the negative assurance of Company Approved Counsel and the negative assurance of Sidley Xxxxxx Xxxxx & Xxxx LLP, legal counsel to the Agents, dated the date of filing or effectiveness of such Registration Statement Amendment, as applicable, the date of the Company Periodic Report or the date agreed to in such Take Down Request, as the case may be, in form and substance satisfactory to the Purchasing Agent, of substantially the same tenor as the letters referred to in Section II(b)(2) and Section II(b)(1) hereof, respectively, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter or, in lieu of such letter, counsel last furnishing such negative assurance to any Retail InterNotes® Agent shall furnish the Retail InterNotes® Agents with a letter substantially to the effect that the Retail InterNotes® Agents may rely on such last negative assurance to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance).