Common use of Registration Statement and Prospectus; Offering Circular Clause in Contracts

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “Registered Offering”), you will furnish to us to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “1934 Act”), the 1933 Act or otherwise, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “Prospectus Supplement”) shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “Offering Circular”).

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(sstatements(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” ", respectively, ; provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (thereto( excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” ", respectively; provided, provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” ", respectively, ; provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “Registered Offering”), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “1934 Act”), the 1933 Act or otherwise, are referred to herein as the “Registration Statement” and the “Prospectus,” ”, respectively, ; provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “Prospectus Supplement”) shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “Offering Circular”).

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” ", respectively, provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding to an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” " respectively; provided, provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, memorandum offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “Registered Offering”), you will furnish to us to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “1934 Act”), the 1933 Act or otherwise, are referred to herein as the “Registration Statement” and the “Prospectus,” ”, respectively, provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “Prospectus Supplement”) shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “Offering Circular”).

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by and the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (Commission) the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” " respectively, provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is if filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) 4 4 relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”), ") the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” ", respectively, ; provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” " respectively, provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” ", respectively, ; provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “Offering Circular”).placement

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” ", respectively; provided, provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an any Invitation regarding regard an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating resulting to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein therin by reference, as from time to time amended or supplemented supplement by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “Prospectus,” ", respectively, ; provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, : offering circular or of other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “to "Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” ", respectively, ; provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, memorandum offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” ", respectively; provided, provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Securities Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Securities Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) ), as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 1934, as amended (the “1934 "Exchange Act”"), the 1933 Securities Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” " respectively; provided, provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act Securities act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “"Registered Offering”"), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “"Commission”") pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 1934, as amended (the “"1934 Act”"), the 1933 Act or otherwise, are referred to herein as the “"Registration Statement” " and the “"Prospectus,” " respectively, ; provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “"Prospectus Supplement”") shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “"Offering Circular”").

Registration Statement and Prospectus; Offering Circular. In the case of an Invitation regarding an offer of Securities registered under the 1933 Act (a “Registered Offering”), you will furnish to us us, to the extent made available to you by the Issuer, copies of any registration statement or registration statements relating to the Securities which may be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the 1933 Act and of each amendment thereto (excluding exhibits but including any documents incorporated by reference therein). Such registration statement(s) as amended, and the prospectus(es) relating to the sale of Securities by the Issuer constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934 (the “1934 Act”), the 1933 Act or otherwise, are referred to herein as the “Registration Statement” and the “Prospectus,” ”, respectively; provided, provided however, that a supplement to the Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act with respect to an offering of Securities (a “Prospectus Supplement”) shall be deemed to have supplemented the Prospectus only with respect to the offering of Securities to which it relates. With respect to Securities for which no Registration Statement is filed with the Commission, you will furnish to us, to the extent made available to you by the Issuer, copies of any private placement memorandum, offering circular or other offering materials to be used in connection with the offering of the Securities and of each amendment thereto (the “Offering Circular”).