Common use of Notice to the Representative Clause in Contracts

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly (i) when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus or any Issuer Free Writing Prospectus shall have been filed, (ii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission for any additional information; (iii) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for such purposes; and the Company and the Guarantor will use their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, or ; (iii) when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (vi) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, or in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their reasonable its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and Shares and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor Depositor will advise the Representative promptly Underwriters promptly, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, or ; (ii) when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iiiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (v) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, or in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Depositor of any notice with respect to any suspension of the qualification of the Securities Offered Certificates for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor Depositor will use their its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and Offered Certificates and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The During the Prospectus Delivery Period, the Company and the Guarantor will advise the Representative promptly (i) of the time when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, or (ii) of the time when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Permitted Free Writing Prospectus shall have has been filed, (iiiii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from other request by the Commission for any additional information; , (iiiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus prospectus relating to the Designated Securities; or the Prospectus or the initiation of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, or (v) of the suspension of the qualification of the such Designated Securities for offering offer or sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for any such purposespurpose; and the Company and the Guarantor will use their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus prospectus or suspending any such qualification of the Designated Securities; and if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or prospectus relating to the Prospectus Designated Securities or suspending any such qualification of the SecuritiesDesignated Securities and, the Company and the Guarantor if any such order is issued, will use their reasonable best efforts to obtain as soon promptly as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus or any Issuer Free Writing Prospectus shall have been filed, (ii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission for any additional information; (iii) of the issuance by the Commission any governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus of the Time of Sale Information, any Issuer Written Communication, any Permitted General Solicitation or the Prospectus Offering Memorandum or the initiation or, to the Company’s knowledge, threatening of any proceeding for that purpose or pursuant purpose; (ii) of the occurrence of any event at any time prior to Section 8A the completion of the initial offering of the Securities Act, or as a result of which any of the Time of Sale Information, any Issuer Written Communication, any Permitted General Solicitation or the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when such Time of Sale Information, Issuer Written Communication, Permitted General Solicitation or the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or or, to the Company’s knowledge, threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their reasonable its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus of the Time of Sale Information, any Issuer Written Communication, any Permitted General Solicitation or the Prospectus Offering Memorandum or suspending any such qualification of the Securities; and Securities and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, or ; (ii) when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iiiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (v) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, or in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and Securities and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly (i) when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, or ; (ii) when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iiiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (v) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, or in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and Shares and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as reasonably possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, or ; (iii) when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, or ; (vi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their reasonable its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and Shares and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company During the period beginning the date hereof and ending on the latest of the Closing Date and the Guarantor completion of the initial resale of the Securities by the Initial Purchasers, the Issuers will advise the Representative promptly promptly, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus or any Issuer Free Writing Prospectus shall have been filed, (ii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission for any additional information; (iii) of the issuance by the Commission any governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus of the Time of Sale Information, any Issuer Written Communication or the Prospectus Offering Memorandum or the initiation or threatening of any proceeding for that purpose or pursuant purpose; (ii) of the occurrence of any event at any time prior to Section 8A the completion of the initial offering of the Securities Act, or as a result of which any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when such Time of Sale Information, Issuer Written Communication or the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of the receipt by the Issuers of any notice with respect to any suspension of the qualification of the Securities for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor Issuers will use their commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus of the Time of Sale Information, any Issuer Written Communication or the Prospectus Offering Memorandum or suspending any such qualification of the Securities; and Securities and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their commercially reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and, if requested by the Representative, confirm such advice in writing, (i) that the Registration Statement is effective; (ii) when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, or ; (iii) when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (vi) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, or in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and Shares and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement shall have become Statements has been filed or becomes effective, or ; (ii) when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiii) of any request by the Commission for any amendment to the Registration Statement Statements or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statements or any other request by the Commission for any additional information; (iiiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement Statements or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (v) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, or in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their reasonable its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration StatementStatements, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and Shares and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and confirm such advice in writing, prior to the expiration of the Prospectus Delivery Period, (i) when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, or ; (ii) when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iiiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (v) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, or in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their reasonable its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and Shares and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, or ; (ii) when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iiiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (v) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, or in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their reasonable its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and Shares and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, ; (ii) when any amendment or any supplement to the Final Prospectus or any amended Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iiiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Final Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (v) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, or in the light of the circumstances existing when the Final Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their reasonable its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Final Prospectus or suspending any such qualification of the Securities; and Shares and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable its best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly Underwriter promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, or ; (iii) when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (vi) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, or in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their reasonable its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and Shares and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and confirm such advice in writing, (i) when any post-effective amendment to the either Registration Statement shall have become is filed or becomes effective, or ; (ii) when any supplement to the Prospectus or any amended amendment to the Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiii) of any request by the Commission for any amendment to the either Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to either Registration Statement or any other request by the Commission for any additional information; (iiiiv) of the issuance by the Commission of any order suspending the effectiveness of the either Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (v) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, or in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their reasonable its best efforts to prevent the issuance of any such order suspending the effectiveness of the either Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities; and Shares and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and confirm such advice in writing: (i) when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus or any Issuer Free Writing Prospectus shall have been filed, (ii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission for any additional information; (iii) of the issuance by the Commission any governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus preliminary prospectus, any of the Time of Sale Information, any free writing prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose purpose; (ii) of the occurrence or pursuant development of any event at any time prior to Section 8A the completion of the initial offering of the Securities Actas a result of which (x) any preliminary prospectus, or any of the Time of Sale Information, any free writing prospectus or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when such preliminary prospectus, Time of Sale Information, free writing prospectus or the Prospectus is delivered to a purchaser, not misleading; or (y) the Registration Statement as then amended or supplemented, would contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; (iii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceeding for such purpose; and (iv) the issuance of any stop order suspending the effectiveness of the Registration Statement, or the commencement, or the receipt by the Company of notice of any threatened commencement, of any proceedings for such purposespurpose; and the Company and the Guarantor will use their its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus preliminary prospectus, any of the Time of Sale Information, any free writing prospectus or the Prospectus or suspending any such qualification of the Securities; and Securities or suspending the effectiveness of the Registration Statement and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Representative. The Company and the Guarantor will advise the Representative promptly promptly, and confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, ; (ii) when any amendment or any supplement to the Final Prospectus or any amended Prospectus or any Issuer Free Writing Prospectus shall have has been filed, ; (iiiii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iiiiv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Final Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A purpose; (v) of the Securities Actoccurrence of any event within the Prospectus Delivery Period as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, or in the light of the circumstances existing when the Final Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for such purposespurpose; and the Company and the Guarantor will use their its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Final Prospectus or suspending any such qualification of the Securities; and Shares and, if any such order is issued or the Company or the Guarantor receives notice suspending the Registration Statementissued, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities, the Company and the Guarantor will use their reasonable best efforts to obtain as soon as possible the withdrawal thereof.