Common use of Notice to the Underwriters Clause in Contracts

Notice to the Underwriters. The Depositor will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Period; (ii) when any amendment or supplement to the Preliminary Prospectus or the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose; (v) of the occurrence of any event during the Prospectus Delivery Period as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investor, not misleading; and (vi) of the receipt by the Depositor of any notice with respect to any suspension of the qualification of the Offered Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Prospectus or suspending any such qualification of the Offered Certificates and, if issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Period; (ii) when any amendment or supplement to the Preliminary Prospectus or the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission any governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus Prospectus, or any part thereof, or the initiation or threatening of any proceeding for that purpose; purpose or pursuant to Section 8A of the Securities Act, (vii) of the receipt by the Company of any notice of objection to the use of the Registration Statement, any amendment or supplement thereto pursuant to Rule 401(g)(2) under the Securities Act, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, (iii) of any request by the SEC for additional information relating to the Registration Statement, any amendment or supplement thereto, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, (iv) of the occurrence of any event during at any time prior to the Prospectus Delivery Period completion of the initial offering of the Securities as a result of which the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus (or the Prospectus as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investorunder which they were made, not misleading; misleading and (viv) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or suspending any such qualification of the Offered Certificates Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any amendment to the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor of any notice with respect to any suspension of the qualification of the Offered Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Prospectus or suspending any such qualification of the Offered Certificates and, if issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor From the date hereof until the end of the Prospectus Delivery Period, the Issuer and the Guarantor will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Final Prospectus or any amendment to the Final Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Final Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation relating thereto; (iv) when it learns of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the any Preliminary Prospectus or the Final Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) when it learns of the occurrence of any event during the Prospectus Delivery Period as a result of which the Preliminary Final Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Final Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Issuer of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Issuer or the Guarantor of any notice with respect to any suspension of the qualification of the Offered Certificates Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Issuer and the Guarantor will use its their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Final Prospectus or suspending any such qualification of the Offered Certificates Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Preliminary Pricing Disclosure Package, the Prospectus or the Prospectus any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus (or any Written Testing-the-Waters Communication as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) any Written Testing-the-Waters Communication is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible practicable the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, writing (which may be by electronic mail) (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus or Pricing Disclosure Package, the Prospectus or the initiation or threatening of any proceeding proceeding, if the Company gains knowledge of such proceeding, for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, if the Company gains knowledge of such proceeding; and the Depositor Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will use its commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Period; (ii) when any amendment or supplement to the Preliminary Prospectus or the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission any governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus Prospectus, or any part thereof, or the initiation or threatening of any proceeding for that purpose; purpose or pursuant to Section 8A of the Securities Act, (vii) of the receipt by the Company or the Guarantor of any notice of objection to the use of Registration Statement, any amendment or supplement thereto pursuant to Rule 401(g)(2) under the Securities Act, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, (iii) of any request by the SEC for additional information relating to the Registration Statement, any amendment or supplement thereto, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, (iv) of the occurrence of any event during at any time prior to the Prospectus Delivery Period completion of the initial offering of the Securities as a result of which the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus (or the Prospectus as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investorunder which they were made, not misleading; misleading and (viv) of the receipt by the Depositor Company or the Guarantor of any notice with respect to any suspension of the qualification of the Offered Certificates Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the Depositor Company and the Guarantor will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or suspending any such qualification of the Offered Certificates Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor During the Prospectus Delivery Period, the Company will advise the Underwriters Bank Parties promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the any Preliminary Prospectus or any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, promptly (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Period(if not automatically effective upon filing); (ii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor From the date hereof until the end of the Prospectus Delivery Period, the Issuer will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Final Prospectus or any amendment to the Final Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Final Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation relating thereto; (iv) when it learns of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the any Preliminary Prospectus or the Final Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) when it learns of the occurrence of any event during the Prospectus Delivery Period as a result of which the Preliminary Final Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Final Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Issuer of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Issuer of any notice with respect to any suspension of the qualification of the Offered Certificates Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Issuer will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Final Prospectus or suspending any such qualification of the Offered Certificates Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, promptly (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, and of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading, in the judgment of the Company and its counsel; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or or, to the knowledge of the Company, the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters each Underwriter promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleadingmisleading in the judgment of the Company and its counsel; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to (A) any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or (B) the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Prospectus Pricing Disclosure Package or the Prospectus, or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Preliminary Prospectus or Pricing Disclosure Package, the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible practicable the withdrawal thereof.

Notice to the Underwriters. The Depositor EVO Parties will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Preliminary Pricing Disclosure Package, the Prospectus or the Prospectus any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus (or any Written Testing-the-Waters Communication as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) any Written Testing-the-Waters Communication is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor EVO Parties of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor EVO Parties will use its their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible practicable the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any of the Preliminary Prospectus Base Prospectus, the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Base Prospectus, the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, of (i) the time when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Period; (ii) when any amendment or supplement to the Preliminary Prospectus or the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the any amended Prospectus or any Issuer Free Writing Prospectus has been filed, and the receipt of any comments from Company shall furnish the Commission relating to the Registration Statement or any other request by the Commission for any additional information; Representative with copies thereof, (ivii) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose; (v) of the occurrence of any event during the Prospectus Delivery Period as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investorunder which they were made, not misleading; and , (viiii) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the receipt by the Depositor Securities, or of any notice with respect of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (iv) the suspension of the qualification of the Offered Certificates Securities for offer and sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding for such purpose; and , or (v) any request by the Depositor Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. The Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Prospectus Securities or suspending any such qualification of the Offered Certificates Securities and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof. In the event of the issuance of a notice of objection described in clause (iii) above, the Company shall promptly take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at the Company’s own expense, as may be necessary to permit offers and sales of the Securities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement).

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus Pricing Disclosure Package, Prospectus, any Issuer Free Writing Prospectus, or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package, or the Prospectus Prospectus, or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

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

Notice to the Underwriters. The Depositor Issuer will advise the Underwriters promptlypromptly at any time during the Prospectus Delivery Period, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Issuer of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; (vii) of the receipt by the Issuer of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (viii) to the Depositor extent not otherwise required by this Section 6(d), of any Blackout Period; and the Issuer will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

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

Notice to the Underwriters. The Depositor During the Prospectus Delivery Period, the Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which may be delivered via electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Pricing Disclosure Package, the Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus or Pricing Disclosure Package, the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus (or the Pricing Disclosure Package as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) Pricing Disclosure Package is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the written initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus Prospectus, any Issuer Free Writing Prospectus, or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package, or the Prospectus Prospectus, or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any supplement or any amendment or supplement to the Preliminary Prospectus or the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Initial Time of Sale Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Initial Time of Sale Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Borrowed Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Initial Time of Sale Prospectus or the Prospectus or suspending any such qualification of the Offered Certificates Borrowed Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which confirmation may be delivered by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Pricing Disclosure Package, the Prospectus or the Prospectus any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus (or any Written Testing-the-Waters Communication as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) any Written Testing-the-Waters Communication is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as reasonably possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Until the end of the Prospectus Delivery Period, the Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus (or any Written Testing-the-Waters Communication as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) any such Written Testing-the-Waters Communication is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Period; (ii) when any amendment or supplement to the Preliminary Prospectus or the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose; (v) of the occurrence of any event during the Prospectus Delivery Period as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investor, not misleading; and (vi) of the receipt by the Depositor of any notice with respect to any suspension of the qualification of the Offered Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Prospectus or suspending any such qualification of the Offered Certificates Notes and, if issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or or, to the Company’s knowledge, threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, any of the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or or, to the Company’s knowledge, the threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement and the ADR Registration Statement have each become effective; (ii) when any amendment to the Registration Statement or the ADR Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Pricing Disclosure Package, the Prospectus, the ADR Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus or the ADR Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or the ADR Registration Statement or any amendment or supplement to the Preliminary Prospectus or the ADR Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or the ADR Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or the ADR Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Pricing Disclosure Package, the Prospectus, the ADR Prospectus or the Prospectus any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the ADR Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus (or any Written Testing-the-Waters Communication as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the ADR Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) any Written Testing-the-Waters Communication is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates ADSs or the Common Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement or the ADR Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or the ADR Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Offered Certificates ADSs or the Common Shares and, if any such order is issued, will use its best efforts to obtain as soon as possible the withdrawal thereof.

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

Notice to the Underwriters. The Depositor During the Prospectus Delivery Period, the Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which may be delivered via electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus Pricing Disclosure Package, the Prospectus, any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Pricing Disclosure Package, the Prospectus or the Prospectus any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus (Prospectus, the Pricing Disclosure Package or any Written Testing-the-Waters Communication as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended Prospectus, the Pricing Disclosure Package or supplemented) or the Prospectus (as then amended or supplemented) any Written Testing-the-Waters Communication is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the written initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, promptly (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as reasonably possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Prior to the later of (x) Closing or (y) the expiration of the Prospectus Delivery Period, the Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Issuers will advise the Underwriters promptly, and confirm such advice in writingwriting (including , without limitation via e-mail or similar means of electronic communication), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during within the Prospectus Delivery Period and known to the Issuers as a result of which the Preliminary Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Issuers of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Issuers of any notice with respect to any suspension of the qualification of the Offered Certificates Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Issuers will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Offered Certificates Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Partnership will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Partnership of any notice with respect to any suspension of the qualification of the Offered Certificates Units for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and each of the Depositor General Partner and the Partnership will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Units and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

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

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, promptly (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus Prosıpectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, and of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading, in the judgment of the Company and its counsel; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or or, to the knowledge of the Company, the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor During the Prospectus Delivery Period, the Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which advice may be delivered via electronic mail), (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the any Preliminary Prospectus included in the Time of Sale Information, any of the Time of Sale Information or the Prospectus or the initiation or or, to the Company’s knowledge, threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Securities for offer and sale in any jurisdiction or the initiation or or, to the Company’s knowledge, threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Time of Sale Information or the Prospectus or suspending any such qualification of the Offered Certificates Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package, or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor During the Prospectus Delivery Period, the Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which advice may be delivered via electronic mail), (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the any Preliminary Prospectus included in the Pricing Disclosure Package, any of the Pricing Disclosure Package or the Prospectus or the initiation or or, to the Company’s knowledge, threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or or, to the Company’s knowledge, threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus, or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, any of the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, any of the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which advice may be delivered via e-mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus or Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or or, to the Company’s knowledge, threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus (or any Written Testing-the-Waters Communication as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) any Written Testing-the-Waters Communication is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or or, threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus or Pricing Disclosure Package, the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, any of the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor During the Prospectus Delivery Period, the Company will advise the Underwriters promptly, and confirm such advice in writing, promptly (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation relating thereto or to any document incorporated by reference herein; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Time of Sale Information or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Time of Sale Information or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will use reasonable efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, of (i) the time when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Period; (ii) when any amendment or supplement to the Preliminary Prospectus or the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the any amended Prospectus or any Issuer Free Writing Prospectus has been filed, and the receipt of any comments from Company shall furnish the Commission relating to the Registration Statement or any other request by the Commission for any additional information; Representatives with copies thereof, (ivii) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose; (v) of the occurrence of any event during the Prospectus Delivery Period as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investorunder which they were made, not misleading; and , (viiii) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the receipt by the Depositor Securities, or of any notice with respect of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (iv) the suspension of the qualification of the Offered Certificates Securities for offer and sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding for such purpose; and , or (v) any request by the Depositor Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. The Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Prospectus Securities or suspending any such qualification of the Offered Certificates Securities and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof. In the event of the issuance of a notice of objection described in clause (iii) above, the Company shall promptly take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at the Company’s own expense, as may be necessary to permit offers and sales of the Securities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement).

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Written Testing-the-Waters Communication; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Pricing Disclosure Package, the Prospectus or the Prospectus any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus (or any Written Testing-the-Waters Communication as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) any Written Testing-the-Waters Communication is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, any Testing-the-Waters Communications or any amendment to the Prospectus or the any Issuer Free Writing Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Preliminary Prospectus, any Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus any Testing-the-Waters Communications or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus (or any Testing-the-Waters Communications as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) any Testing-the-Waters Communications is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any Testing-the-Waters Communications or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Issuer will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by Parent of any notice of objection of the Depositor Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Issuer of any notice with respect to any suspension of the qualification of the Offered Certificates Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Issuer will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Offered Certificates Securities and, if any such order is issued, will use its commercially reasonable efforts to obtain as soon as possible practicable the withdrawal thereof.

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

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

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor During the Prospectus Delivery Period, the Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the any Preliminary Prospectus or any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus or Pricing Disclosure Package, the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus (Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus, as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or Prospectus, the Prospectus (as then amended or supplemented) Pricing Disclosure Package, any such Issuer Free Writing Prospectus, is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Prospectus Pricing Disclosure Package, the Prospectus, or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus (or any Written Testing-the-Waters Communication as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) Written Testing-the-Waters Communication is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package, or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, any of the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor During the Prospectus Delivery Period, the Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which advice may be delivered via electronic mail), (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the any Preliminary Prospectus included in the Pricing Disclosure Package, any of the Pricing Disclosure Package or the Prospectus or the initiation or or, to the Company’s knowledge, threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or or, to the Company’s knowledge, threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, any Testing-the-Waters Communications or any amendment to the Prospectus or the any Issuer Free Writing Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Preliminary Prospectus, any Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus any Testing-the-Waters Communications or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus (or any Testing-the-Waters Communications as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) any Testing-the-Waters Communications is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post- effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any Testing-the-Waters Communications or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will to obtain as soon as possible the withdrawal thereof.

Notice to the Underwriters. The Depositor During the Prospectus Delivery Period, the Company will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (ii) when any amendment or supplement to the Preliminary Prospectus Prospectuses or any amendment to the Prospectus Prospectuses has been filedfiled with the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus Prospectuses or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional informationinformation relating thereto; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus or the Prospectus Prospectuses or the initiation or threatening of any proceeding for that purpose; (v) of the occurrence of any event during within the Prospectus Delivery Period as a result of which the Preliminary relevant Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary relevant Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vi) of the receipt by the Depositor Company of any notice with respect to any suspension of the qualification of the Offered Certificates Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purposepurpose and (vii) if any representation of the Company contained in Section 3 is no longer correct (if qualified by materiality) or is no longer correct in any material respect (if not qualified by materiality); and the Depositor Company will use its reasonable best commercial efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Prospectus Prospectuses or suspending any such qualification of the Offered Certificates Securities and, if any such order is issued, will to obtain as soon as possible practicable the withdrawal thereof. For any such notice so provided pursuant to clause (vii) above, such notice shall reference this Agreement and contain a brief explanation as to the reason for such notice, but shall not be required to contain a specific reference to any particular provision in Section 3. In respect of any such notice so delivered pursuant to clause (vii) above, (x) if the Company can take any actions so that the representation(s) to which the explanation contained in such notice relates shall be correct after the taking of such actions, it shall use its commercially reasonable efforts to take such actions as soon as practicable after the giving of such notice and (y) if the explanation contained in such notices relates to any representation contained in Sections 3(a), 3(c), 3(d) or 3(e), then the Company shall take the actions described in Section 5(e).

Notice to the Underwriters. The Depositor Company will advise the Underwriters promptly, and confirm such advice in writingwriting (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Periodeffective; (iiiii) when any amendment or supplement to the Preliminary Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filedfiled or distributed; (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ivv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Preliminary Prospectus or Pricing Disclosure Package, the Prospectus or the initiation or threatening of any proceeding for that purposepurpose or pursuant to Section 8A of the Securities Act; (vvi) of the occurrence of any event during or development within the Prospectus Delivery Period as a result of which the Preliminary Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investora purchaser, not misleading; and (vivii) of the receipt by the Depositor Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Certificates Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Certificates Shares and, if any such order is issued, will use commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.