Common use of Certain Covenants of the Issuer Clause in Contracts

Certain Covenants of the Issuer. In further consideration of the agreements of the Underwriters herein contained, the Issuer covenants as follows: (a) To use its best efforts to cause any post-effective amendments to the Registration Statement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the Act, the Issuer will comply so far as it is able with all requirements imposed upon it by the Act and the rules and regulations of the Commission to the extent necessary to permit the continuance of sales of or dealings in the Securitization Bonds in accordance with the provisions hereof and of the Prospectus. (b) To deliver to the Representative a conformed copy of the Registration Statement and any amendments thereto (including all exhibits thereto) and full and complete sets of all comments of the Commission or its staff and all responses thereto with respect to the Registration Statement and any amendments thereto, and to furnish to the Representative, for each of the Underwriters, conformed copies of the Registration Statement and any amendments thereto, without exhibits. (c) As soon as the Issuer is advised thereof, to advise the Representative and confirm the advice in writing of: (i) the effectiveness of any amendment to the Registration Statement, (ii) any request made by the Commission for amendments to the Registration Statement, the Preliminary Prospectus or Prospectus or for additional information with respect thereto, (iii) when the Prospectus, the Preliminary Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (iv) the suspension of qualification of the Securitization Bonds for sale under Blue Sky or state securities laws, and (v) the entry of a stop order suspending the effectiveness of the Registration Statement or of the initiation or threat or any proceedings for that purpose. The Issuer will use its best efforts to prevent the issuance of any such stop order and, if issued, to make every reasonable effort to obtain the lifting or removal thereof. (d) To deliver to the Underwriters, without charge, as soon as practicable, and from time to time during such period of time as they are required by law to deliver a prospectus, as many copies of the Preliminary Prospectus and the Prospectus (as supplemented or amended if the Issuer shall have made any supplements or amendments thereto) as the Representative may reasonably request; and in case any Underwriter is required to deliver a prospectus after the expiration of nine months after the date of the Prospectus, to furnish to the Representative, upon request, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3)

Certain Covenants of the Issuer. In further consideration of the agreements of the Underwriters herein contained, the The Issuer covenants and agrees with you as follows: (a) To use its best efforts to cause A. The Issuer will not at any post-effective amendments time file or make any amendment or supplement to the Registration Statement to become effective as promptly as possible. During the time when or Prospectus of which you shall have not previously been advised and furnished a Prospectus is required to be delivered under the Act, the copy. B. The Issuer will comply so far as it is able with all requirements imposed upon it by the Act and the rules and regulations of the Commission to the extent necessary to permit the continuance of sales of or dealings in the Securitization Bonds in accordance with the provisions hereof and of the Prospectus. (b) To deliver to the Representative a conformed copy of the Registration Statement and any amendments thereto (including all exhibits thereto) and full and complete sets of all comments of the Commission or its staff and all responses thereto with respect to the Registration Statement and any amendments theretoadvise you immediately, and to furnish to the Representative, for each of the Underwriters, conformed copies of the Registration Statement and any amendments thereto, without exhibits. (c) As soon as the Issuer is advised thereof, to advise the Representative and confirm the advice in writing of: (i) when the effectiveness of Registration Statement shall have become effective with the Commission; (ii) when any post-effective amendment to the Registration StatementStatement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed; (iiiii) of any request made by of the Commission for amendments to amendment or supplementation of the Registration Statement, the Preliminary Prospectus Statement or Prospectus or for additional information with respect thereto, (iii) when the Prospectus, the Preliminary Prospectusinformation, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (iv) the suspension of qualification of the Securitization Bonds for sale under Blue Sky or state securities laws, and (v) issuance by the entry Commission of a any stop order suspending the effectiveness of the Registration Statement or of the initiation suspension of the qualification of the Securities for offering or threat sale in any jurisdiction, or of the institution of any proceedings for that purposeany such purposes. The Issuer will use its best efforts to prevent the issuance of any such stop order andor of any order preventing or suspending such use and to obtain as soon as possible the lifting thereof, if issued, to make every reasonable effort to obtain the lifting or removal thereof. (d) To C. The Issuer will deliver to the Underwriters, you without charge, as soon as practicableand when requested, and from time to time during such period number of time as they are required by law to deliver a prospectus, as many copies of the Preliminary Prospectus and the Prospectus (as supplemented or amended amended, if the Issuer shall have made any supplements or amendments thereto) as the Representative you may reasonably request; . D. The Issuer will comply to the best of its ability with the Securities Act and the Rules and Regulations so as to permit the continuance of sales of and dealings in case the Securities under the Securities Act. If at any Underwriter time when a prospectus is required to deliver be delivered under the Securities Act, an event shall have occurred as a prospectus after result of which it is necessary to amend or supplement the expiration of nine months after Prospectus in order to make the date statements therein not false or misleading or to make the Prospectus comply with the Securities Act, the Issuer will notify you promptly thereof and will furnish to you an amendment or supplement which will correct such statement in accordance with the requirements of the Prospectus, Securities Act and the Rules and Regulations. E. The Issuer will use its best efforts to qualify the Securities for sale under the laws of such states or jurisdictions as the Issuer shall determine and will comply to the best of its ability with such laws so as to permit the continuance of sales of and dealings in the Securities thereunder. F. The Issuer will furnish to you copies of all such documents, reports and information as shall be of general interest and are furnished by the RepresentativeIssuer to Investors generally. G. The Issuer will pay and bear all costs and expenses in connection with the preparation, upon requestprinting and filing of the Registration Statement, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3)and amendments or supplements thereto, including fees of legal counsel for the Issuer, the qualifying of the Securities under the laws of certain jurisdictions as aforesaid, including filing fees and fees and disbursements of counsel in connection therewith, and the cost of furnishing to you and other Selling Dealers copies of the Registration Statement and the Prospectus and amendments or supplements thereto as herein provided.

Certain Covenants of the Issuer. In further consideration of the agreements of the Underwriters herein contained, the The Issuer covenants and agrees with Dealer as follows: A. The Issuer will not at any time file or make any amendment or supplement to the Registration Statement or Prospectus of which Dealer shall have not previously been advised and furnished a copy or promptly advised after filing and provided a copy of same. B. The Issuer will advise Dealer immediately, and confirm in writing (ai) To use its best efforts to cause when the Registration Statement shall have become effective with the Commission; (iii) when any post-effective amendments amendment to the Registration Statement shall have become effective, or any supplement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the Act, the Issuer will comply so far as it is able with all requirements imposed upon it by the Act and the rules and regulations or any amended Prospectus shall have been filed; (iv) of any request of the Commission to the extent necessary to permit the continuance of sales of for amendment or dealings in the Securitization Bonds in accordance with the provisions hereof and of the Prospectus. (b) To deliver to the Representative a conformed copy supplementation of the Registration Statement and any amendments thereto (including all exhibits thereto) and full and complete sets of all comments of the Commission or its staff and all responses thereto with respect to the Registration Statement and any amendments thereto, and to furnish to the Representative, for each of the Underwriters, conformed copies of the Registration Statement and any amendments thereto, without exhibits. (c) As soon as the Issuer is advised thereof, to advise the Representative and confirm the advice in writing of: (i) the effectiveness of any amendment to the Registration Statement, (ii) any request made by the Commission for amendments to the Registration Statement, the Preliminary Prospectus or Prospectus or for additional information with respect thereto, (iii) when the Prospectus, the Preliminary Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (iv) the suspension of qualification of the Securitization Bonds for sale under Blue Sky or state securities lawsinformation, and (v) of the entry issuance by the Commission of a any stop order suspending the effectiveness of the Registration Statement or of the initiation suspension of the qualification of the Securities for offering or threat sale in any jurisdiction, or of the institution of any proceedings for that purposeany such purposes. The Issuer will use its best commercially reasonable efforts to prevent the issuance of any such stop order andor of any order preventing or suspending such use and to obtain as soon as possible the lifting thereof, if issued, to make every reasonable effort to obtain the lifting or removal thereof. (d) To C. The Issuer will deliver to the Underwriters, Dealer without charge, as soon as practicableand when requested, and from time to time during such period number of time as they are required by law to deliver a prospectus, as many copies of the Preliminary Prospectus and the Prospectus (as supplemented or amended amended, if the Issuer shall have made any supplements or amendments thereto) as the Representative Dealer may reasonably request; . D. The Issuer will comply to the best of its ability with the Securities Act and the Rules and Regulations so as to permit the continuance of sales of and dealings in case the Securities under the Securities Act. If at any Underwriter time when a prospectus is required to deliver be delivered under the Securities Act, an event shall have occurred as a prospectus after result of which it is necessary to amend or supplement the expiration of nine months after Prospectus in order to make the date statements therein not false or misleading or to make the Prospectus comply with the Securities Act, the Issuer will notify Dealer promptly thereof and will furnish to Dealer an amendment or supplement which will correct such statement in accordance with the requirements of the Prospectus, Securities Act and the Rules and Regulations. E. The Issuer will use commercially reasonable efforts to qualify the Securities for sale under the laws of such states or jurisdictions as the Issuer shall determine and will comply to the best of its ability with such laws so as to permit the continuance of sales of and dealings in the Securities thereunder. F. The Issuer will furnish to Dealer copies of all such documents, reports and information as shall be of general interest and are furnished by the RepresentativeIssuer to Investors generally. G. The Issuer will pay and bear all costs and expenses in connection with the preparation, upon requestprinting and filing of the Registration Statement, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3)and amendments or supplements thereto, including fees of legal counsel for the Issuer and the Dealer, the qualifying of the Securities under the laws of certain jurisdictions as aforesaid, including filing fees and fees and disbursements of counsel in connection therewith, and the cost of furnishing to Dealer and other Selling Dealers copies of the Registration Statement and the Prospectus and amendments or supplements thereto as herein provided.

Certain Covenants of the Issuer. In further consideration of the agreements of the Underwriters herein contained, the The Issuer covenants hereby agrees with FBR as follows: (a) To to furnish such information as may be reasonably required to qualify the Shares for offer and resale under the securities or blue sky laws of such states and other jurisdictions as FBR may reasonably designate or as required for the Private Placement and to maintain such qualifications in effect as long as required by such laws for the distribution of the Shares and for the Exempt Resales of the Rule 144A/Regulation S Shares, provided that the Issuer shall not be required to qualify as a foreign entity or to consent to the service of process under the laws of any such state or subject itself to taxation as doing business in any jurisdiction (except service of process with respect to the offering and sale of the Shares); (b) to furnish promptly (and with respect to the initial delivery of such Final Offering Memorandum, not later than 10:00 a.m. (New York City time) on the second day following the execution and delivery of this Agreement) to FBR as many copies of the Final Offering Memorandum (and any amendments or supplements thereto) as FBR may reasonably request for the purposes contemplated by this Agreement; (c) to file or cause to be filed, in a timely manner and in accordance with the Blue Sky Memorandum, any filing or notice, and to pay any fee, required to be filed or paid, as applicable, under federal or state law; and to not take any action in violation of the Issuer's obligation in this Section 5(c); (d) to advise FBR promptly, confirming the general nature of such advice in writing, of (i) the happening of any event known to the Issuer within thirty (30) days after the date of this Agreement that, in the reasonable judgment of the Issuer, would require the making of any change in the Final Offering Memorandum or the Private Placement Memorandum then being used so that the Final Offering Memorandum or the Private Placement Memorandum would not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading and to prepare and furnish, at the Issuer's expense, to FBR (and to any persons reasonably designated by FBR) promptly any proposed amendments or supplements to the Final Offering Memorandum or the Private Placement Memorandum as may be necessary so that the Final Offering Memorandum or the Private Placement Memorandum does not include an untrue statement of a material fact or omit to state such material fact (provided that no such amendment or supplement shall be necessary solely to update the Issuer's quarterly or annual results), and (ii) the receipt of any notification or order with respect to the modification, rescission, withdrawal or suspension of the qualification of the Shares or of any exemption from such qualification or from registration of the Shares, for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if any government agency or authority should give such notification or issue any such order, to use its reasonable best efforts to cause obtain the lifting or removal of such notification or order as soon as possible; (e) not to amend or supplement the Preliminary Offering Memorandum, the Final Offering Memorandum or the Private Placement Memorandum unless FBR shall previously have been advised thereof and shall have consented thereto (which consent shall not be unreasonably withheld) or not have reasonably objected thereto in writing within a reasonable time after being furnished a copy thereof and the Issuer shall promptly, upon reasonable request by FBR, make any post-effective amendments amendment or supplement to the Registration Statement Offering Memorandum or the Private Placement Memorandum that may be necessary or advisable in the reasonable opinion of counsel to FBR; (f) to the extent not publicly available on the SEC's website, to furnish to FBR for a period of three (3) years from the Closing Time (i) copies of all annual, quarterly and current reports of the Issuer after the Issuer has become effective subject to the reporting requirements of the Securities Exchange Act of 1934, as promptly amended (the "Exchange Act") and (ii) such other reports and documents of the Issuer as possible. During FBR may reasonably request; (g) during any period in which the time when Issuer is not subject to Section 13 or 15(d) of the Exchange Act, to make available the information (the "Rule 144A Information") as required by, and so long as necessary to permit the sales of the Shares of any holder pursuant to, Rule 144A and any additional information required by the PORTAL Market ("PORTAL Information"), and any such Rule 144A Information and PORTAL Information will not, as of its date, contain any untrue statement of a Prospectus is material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (h) to apply the net proceeds from the sale of the Shares (the "Offering Proceeds") in the manner set forth under the caption "Use of Proceeds" in the Final Offering Memorandum; (i) that none of the Issuer, the Operating Partnership nor any "affiliate" (as defined in Rule 501(b) of Regulation D) of the Issuer or the Operating Partnership will solicit any offer to buy or offer or sell the Shares or Units by means of any form of "general solicitation or general advertising" (within the meaning of Regulation D) or engage in any "directed selling efforts" (as defined in Regulation S) with regard to the Shares and Units; (j) that none of the Issuer, the Operating Partnership nor any "affiliate" (as defined in Rule 501(b) of Regulation D) of the Issuer or the Operating Partnership will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) the offering of which security will be integrated with the Exempt Resales of the Rule 144A/Regulation S Shares and/or the Private Placement and/or the Unit Issuance in a manner which would require the registration under the Securities Act of the sale to FBR or the Eligible Purchasers of the Rule 144A/Regulation S Shares or to the Participants of the Regulation D Shares or to Fortress of the Units; (k) that neither the Issuer nor any affiliate of the Issuer will take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the price of the Shares; (l) that, except as permitted by the Securities Act, neither the Issuer nor any affiliate of the Issuer will distribute any offering materials in connection with Exempt Resales, other than the Preliminary Offering Memorandum and the Final Offering Memorandum; (m) to pay all expenses, fees and taxes in connection with (i) the preparation of the Preliminary Offering Memorandum, the Final Offering Memorandum and the Private Placement Memorandum, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to FBR (including costs of mailing and shipment), (ii) the preparation, issuance, sale and delivery of the Shares and Units, including any stock or other transfer taxes or duties payable upon the sale of the Rule 144A/Regulation S Shares to FBR or the placement of the Regulation D Shares and Units by FBR and the sale of such Shares and Units to the Participants or Fortress, as the case may be, (iii) the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including any filing fees and the reasonable legal fees and filing fees and other disbursements of counsel for FBR) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to FBR and to dealers, (iv) the designation of the Shares as PORTAL-eligible securities by the National Association of Securities Dealers, Inc.'s PORTAL Market, (v) the fees and expenses of any transfer agent or registrar for the Common Shares, (vi) the costs and expenses of the Issuer incurred in connection with the marketing of the Shares, including "road show" costs and expenses, (vii) the costs and expenses required to be delivered fulfill the Issuer's obligations under the ActRegistration Rights Agreement, and (vii) the performance of the Issuer's other obligations hereunder; (n) to use its reasonable best efforts in cooperation with FBR to obtain permission for the Shares to be eligible for clearance and settlement through DTC; (o) in connection with Shares offered and sold in an "offshore transaction" (as defined in Regulation S), not to register any transfer of such Shares not made in accordance with the provisions of Regulation S and not, except in accordance with the provisions of Regulation S, if applicable, to issue any such Shares in the form of definitive securities; (p) to affix to each global certificate, an appropriate legend to facilitate compliance with Rule 144A, Regulation S, Regulation D, the policies, rules and regulations of DTC, and any other transfer restrictions (as set forth in the Offering Memorandum), as the case may be; (q) the Issuer shall refrain during a period of one hundred eighty (180) days from the date of the Final Offering Memorandum, without the prior written consent of FBR, from (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the sale of, or otherwise disposing of, directly or indirectly, any equity securities of the Issuer or any securities convertible into or exercisable or exchangeable for equity securities of the Issuer, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of equity securities of the Issuer, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, except as contemplated by the terms of the Units and the Acquisition Agreements. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the registration and sale of the Shares in accordance with the terms of the Registration Rights Agreement, (C) the issuance of Common Shares and the grant and exercise of options under the Issuer's long-term incentive plan in effect on the date of this Agreement and upon redemption of any LTIP Units, (D) the issuance of Common Shares or other equity securities of the Issuer in connection with acquisitions by the Issuer or a subsidiary, and (E) the issuance of Common Shares or other equity securities of the Issuer in connection with the Issuer's qualification as a REIT, as each of (A), (B) and (C) above is described in the Final Offering Memorandum; (r) as soon as practicable, but not later than ninety (90) days after the Closing Time, the Issuer shall have in place and comply with no less stringent corporate governance procedures, guidelines and standards than those described under the caption "Our Management and Board of Trustees," or elsewhere, in each of the Offering Memorandum and the Private Placement Memorandum; from and after the Closing Time, the Issuer shall maintain reasonable disclosure controls and procedures; (s) from and after the Closing Time, the Issuer shall have in place and maintain a system of internal and financial accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) management is made aware of all material transactions concerning the Issuer or its properties, and (vi) until such time as the Board of Trustees has determined otherwise, the Issuer qualifies as a REIT under the requirements of the Code, commencing with its taxable year ending December 31, 2004; (t) that, until the board of trustees has determined otherwise, commencing with the Issuer's taxable year ending December 31, 2004, the Issuer will comply be organized in conformity with the requirements for qualification as a REIT under the Code, and the Issuer will conduct its operations in a manner that will enable the Issuer to continue to meet the requirements for qualification and taxation as a REIT under the Code; (u) that, until such time as the Board of Trustees has determined otherwise, the Issuer will conduct its affairs in such a manner so far as it is able with to ensure that the Issuer will not be required to register as an "investment company" within the meaning of the 1940 Act; (v) to use its commercially reasonable best efforts to satisfy all requirements imposed upon it conditions, including obtaining all lender and other third-party consents, to the closing of the transactions contemplated by the Act Acquisition Agreements on such terms and by such dates as set forth therein; (w) to use its reasonable best efforts to effect the eligibility of the Shares as PORTAL-eligible securities in accordance with the rules and regulations of the Commission National Association of Securities Dealers, Inc.; and (x) to establish an investment account for the purpose of investing the Offering Proceeds only in interest-bearing, short-term investment grade securities, and requiring (1) authorization by two of the Issuer's officers to withdraw any portion of the Offering Proceeds from the account that exceeds $1,000,000 and (2) pending consummation of the Brookdale Acquisition (as defined in the Offering Memorandum), that any withdrawal of any portion of the Offering Proceeds be used solely (A) to pay the Issuer's expenses incurred in connection with the offering of Shares and Units contemplated hereunder, (B) to advance as a deposit a portion of the purchase price for, respectively, the Brookdale Acquisition and the Alterra Acquisition (as defined in the Offering Memorandum), in each case as set forth in the Acquisition Agreements; (C) to make payments or contributions to the extent necessary Operating Partnership to permit maintain the continuance of sales of or dealings Issuer's status as a REIT under the Code; (D) to pay expenses incurred in the Securitization Bonds in accordance connection with the provisions hereof and acquisition of the Prospectus. Initial Properties; (bE) To deliver to pay expenses incurred in connection with the Representative a conformed copy liquidation of the Registration Statement Issuer contemplated by Section 9 hereof; and any amendments thereto (including all exhibits theretoF) for the Issuer's other general and full and complete sets of all comments administrative expenses (the "Investment Account"); provided that, upon consummation of the Commission or its staff and all responses thereto with respect to the Registration Statement and any amendments theretoBrookdale Acquisition, and to furnish to the Representative, for each of the Underwriters, conformed copies of the Registration Statement and any amendments thereto, without exhibits. (c) As soon as the Issuer is advised thereof, to advise the Representative and confirm the advice in writing of: (i) the effectiveness of any amendment to the Registration Statement, (ii) any request made by the Commission for amendments to the Registration Statement, the Preliminary Prospectus or Prospectus or for additional information with respect thereto, (iii) when the Prospectus, the Preliminary Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (iv) the suspension of qualification of the Securitization Bonds for sale under Blue Sky or state securities laws, and (v) the entry of a stop order suspending the effectiveness of the Registration Statement or of the initiation or threat or any proceedings for that purpose. The Issuer will use its best efforts to prevent the issuance of any such stop order and, if issued, to make every reasonable effort to obtain the lifting or removal thereof. (d) To deliver to the Underwriters, without charge, as soon as practicable, and from time to time during such period of time as they are required by law to deliver a prospectus, as many copies of the Preliminary Prospectus and the Prospectus (as supplemented or amended if the Issuer shall have made any supplements or amendments thereto) as the Representative may reasonably request; and in case any Underwriter is no longer be required to deliver a prospectus after maintain the expiration of nine months after the date of the Prospectus, to furnish to the Representative, upon request, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3)Investment Account.

Certain Covenants of the Issuer. In further consideration of the agreements of the Underwriters herein contained, the The Issuer covenants as followsagrees: (a) To use its best efforts to cause any post-effective amendments to the Registration Statement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the Act, the Issuer will comply so far as it is able with all requirements imposed upon it by the Act and the rules and regulations of the Commission to the extent necessary to permit the continuance of sales of or dealings in the Securitization Bonds in accordance with the provisions hereof and of the Prospectus. (b) To deliver to the Representative a conformed copy of the Registration Statement and any amendments thereto (including all exhibits thereto) and full and complete sets of all comments of the Commission or its staff and all responses thereto with respect to the Registration Statement and any amendments thereto, and to furnish to the Representative, for each of the Underwriters, conformed copies of the Registration Statement and any amendments thereto, without exhibits. (c) As soon as the Issuer is advised thereof, to advise the Representative and confirm the advice in writing of: (i) the effectiveness of any amendment to the Registration Statement, (ii) any request made by the Commission for amendments to the Registration Statement, the Preliminary Prospectus or Prospectus or for additional information with respect thereto, (iii) when the Prospectus, the Preliminary Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (iv) the suspension of qualification of the Securitization Bonds for sale under Blue Sky or state securities laws, and (v) the entry of a stop order suspending the effectiveness of the Registration Statement or of the initiation or threat or any proceedings for that purpose. The Issuer will use its best efforts to prevent the issuance of any such stop order and, if issued, to make every reasonable effort to obtain the lifting or removal thereof. (d) To deliver to the Underwritersyou, without charge, as soon as practicable, and from time to time during such period of time as they are required by law to deliver a prospectus, as many copies of the Preliminary Prospectus Offering Memorandum and the Prospectus (Offering Memorandum, and any amendments or supplements thereto, as supplemented or amended if the Issuer shall have made any supplements or amendments thereto) as the Representative you may reasonably request; . The Issuer consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (b) Before amending or supplementing the Offering Memorandum (including by way of incorporation by reference of reports filed under the Exchange Act), during such period as in the opinion of counsel to the Initial Purchasers the Offering Memorandum is required by law to be delivered in connection with Exempt Resales and in case connection with market-making activities of the Initial Purchasers for so long as any Underwriter is required Notes are outstanding, to deliver furnish the Initial Purchasers a prospectus copy of each such proposed amendment or supplement and to effect no such proposed amendment or supplement to which the Initial Purchasers reasonably object in writing within a reasonable time after the expiration of nine months being furnished a copy thereof. (c) If, in connection with any Exempt Resales or market-making transactions after the date of the Prospectus, to furnish this Agreement and prior to the Representativeconsummation of the Registered Exchange Offer, upon requestany event shall occur that, in the judgment of the Issuer or in your judgment or the judgment of counsel to you, makes any statement of a material fact in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in the light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuer will promptly notify you of any such event coming to the attention of the Issuer and prepare an appropriate amendment or supplement to the Offering Memorandum so that, at the expense time that the Offering Memorandum is delivered to prospective Eligible Purchasers, (i) the statements in the Offering Memorandum as amended or supplemented, in the light of the circumstances under which they were made, will not be misleading and (ii) the Offering Memorandum will comply with applicable law. (d) To endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such Underwriterjurisdictions as the Initial Purchasers shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection therewith and the determination of the eligibility of the Notes for investment under the laws of such jurisdictions as the Initial Purchasers may designate. (e) Except as contemplated in the Registration Rights Agreement, not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Notes in a reasonable quantity manner that would require the registration under the Securities Act of a supplemental prospectus the sale to you or the Eligible Purchasers of supplements the Notes. (f) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, (i) resell any Notes that have been acquired by any of them; or (ii) engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Notes. (g) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any directed selling efforts within the meaning of Rule 902(b) of Regulation S with respect to the Prospectus complying Notes, and to, and require its affiliates or any person acting on their behalf to, comply with the offering restrictions requirements of Regulation S in connection with the offering of the Notes outside of the United States. (h) Not to, and to not permit any of its subsidiaries or any person acting on its or their behalf to, take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes. (i) For so long as any Notes remain outstanding and during any period in which the Issuer is not subject to Section 10(a)(3)13 or 15(d) of the Exchange Act, to make available to any registered holder or beneficial owner of Notes in connection with any sale thereof and any prospective purchaser of Notes from such registered holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act.