Common use of Ongoing Compliance of the Prospectus Clause in Contracts

Ongoing Compliance of the Prospectus. If, during the Prospectus Delivery Period: (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, during the Prospectus Delivery Period: (i) any event shall occur or condition shall exist as a result of which the Prospectus (as then amended or supplemented supplemented) would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaseran investor, not misleading; or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus (as so amended or supplemented supplemented) will not, in light of the circumstances existing when the Prospectus is delivered to a purchaseran investor, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately promptly notify the Underwriters Representatives thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, Representatives such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; , or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Lead Underwriters may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If at any time during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, purchaser not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Issuer will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as file with the Representative may designate, Commission such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, during the Prospectus Delivery Period: (i) any event shall occur or condition shall exist as a result of which the Prospectus (as then amended or supplemented supplemented) would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaseran investor, not misleading; , or (ii) it is necessary to amend or supplement the Prospectus to comply with law, then the Depositor will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Underwriters may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus (as so amended or supplemented supplemented) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaseran investor, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with applicable law, the Depositor Company will immediately promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: , in the judgment of the Company or the Representatives, (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, during the Prospectus Delivery Period: (i) any event shall occur or condition shall exist as a result of which the Prospectus (as then amended or supplemented supplemented) would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaseran investor, not misleading; or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Underwriters may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus (as so amended or supplemented supplemented) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaseran investor, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately promptly notify the Underwriters Representative thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances existing when the Prospectus is delivered to a purchaser, not be misleading or and so that the Prospectus will comply with applicable law.

Ongoing Compliance of the Prospectus. If, during If at any time prior to the Prospectus Delivery Period: completion of the initial offering of the Securities (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: , in the judgment of the Company or the Representative, (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Representatives may designate, designate such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters Underwriter and to such dealers as the Representative Underwriter may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters in such quantities as the Representative may reasonably request and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law; provided that if such amendment or supplement occurs after 180 days from the date of the Prospectus, any costs incurred in connection with such amendment or supplement shall be borne by the Underwriters.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (ciii) above, file with the Commission and furnish to the Underwriters in such quantities as the Representatives may reasonably request and to such dealers as the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters Underwriter and to such dealers as the Representative Underwriter may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaserpurchaser of Shares, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaserpurchaser of Shares, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company and the Parent Guarantor will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: (i) Period any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; or (ii) , the Company will immediately notify the Underwriters thereof if it is necessary necessary, in the opinion of the Representatives or counsel to the Underwriters, or otherwise, to amend or supplement the Prospectus to comply with law, the Depositor will immediately notify the Underwriters thereof law and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; , or (ii) it is necessary to amend or supplement the Prospectus to comply with applicable law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters in such quantities as the Representative may reasonably request and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with applicable law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters Underwriter and to such dealers as the Representative Underwriter may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Issuer will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designateUnderwriters, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: prospectus delivery period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters Guarantors and Participating Debenture Holders thereof and forthwith prepare and, subject to paragraph (c) above, and file with the Commission and furnish to the Underwriters Guarantors and to such dealers as the Representative may designate, Participating Debenture Holders such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, during the Prospectus Delivery Period: (i) any event shall occur or condition shall exist as a result of which the Prospectus (as then amended or supplemented supplemented) would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaseran investor, not misleading; or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or 11 supplements to the Prospectus as may be necessary so that the statements in the Prospectus (as so amended or supplemented supplemented) will not, in light of the circumstances existing when the Prospectus is delivered to a purchaseran investor, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters Underwriter thereof and forthwith prepare and, subject to paragraph (cb) above, file with the Commission and furnish to the Underwriters Underwriter and to such dealers as the Representative Underwriter may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters and the Selling Stockholders thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters Underwriters, the Selling Stockholders and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) in the opinion of counsel for the Underwriter, it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters Underwriter thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designateUnderwriter, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as any of the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters and the Selling Stockholder thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus Prospectuses as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaserunder which they were made, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus Prospectuses to comply with applicable law, subject to Section 4(c), the Depositor Company will immediately notify the Underwriters Representative thereof and forthwith prepare and, subject to paragraph (c) above, file with the Reviewing Authority and the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus Prospectuses as may be necessary so that the statements in the Prospectus Prospectuses as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaserunder which they were made, be misleading or so that the Prospectus Prospectuses will comply with applicable law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which which, in the opinion of counsel to the Company and the Guarantor, the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with U.S. law, the Depositor Company and the Guarantor will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately as soon as practicable notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (including such documents to be incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, during If at any time prior to the Prospectus Delivery Period: completion of the initial offering of the Securities (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters Representatives thereof and forthwith prepare and, subject to paragraph (cb) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, Representatives such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (or including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented would include an such that the Prospectus will not 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, in the light of the circumstances existing when the Prospectus is delivered to a potential purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with US law, the Depositor Issuer will immediately promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (cd) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designateUnderwriters, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a potential purchaser, be misleading or so that the Prospectus will comply with US law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with lawthe Securities Act, the Depositor Company will immediately notify the Underwriters thereof and forthwith promptly prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus Prospectus, as amended and supplemented, will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which which, in the opinion of counsel to the Company, the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with U.S. law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: (i) any event or change of circumstances shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an 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, in the light of the circumstances under which they were made existing when the Prospectus is delivered to a purchaser, not misleading; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately promptly notify the Underwriters Representative thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters Representative and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may reasonably be necessary requested so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If during the Prospectus Delivery Period: , (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; , or (ii) it is necessary to amend or supplement the Prospectus to comply with law, then the Depositor Partnership will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

Ongoing Compliance of the Prospectus. If, If at any time during the Prospectus Delivery Period: Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or 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; misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Depositor Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (or including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.