Common use of Compliance with Securities Regulations and Commission Requests Clause in Contracts

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission with respect to the Registration Statement, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Securities, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyas soon as practicable, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus (including any document incorporated by reference therein) or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or any new registration statement relating supplement to the Securities Prospectus or the filing of any supplement or amendment to the Prospectusamended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Securitiesprospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under necessary pursuant to Rule 424(b), ) in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), ) and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject Subject to Section 3(b), it will comply with prepare the requirements Prospectus in a form approved by the Representatives and file such Prospectus (pursuant to Rule 424(b) within the time prescribed under Rule 424(b) and Rule 430A, 430B or 430C, as the case may be), prepare a final term sheet containing solely a description of the Notes in a form approved by the Representatives and attached hereto as Annex B, and file such term sheet pursuant to Rule 430B of 433(d) under the 1933 Act Regulations and all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the 1933 Act within the time required by such Rule. The Company will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or any new registration statement relating supplement to the Securities Prospectus or the filing of any supplement or amendment to the Prospectusamended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Securitiesprospectus, or of the suspension of the qualification of the Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiespurposes. The Company It will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by necessary pursuant to Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company It will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting withdrawal thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Company will notify the Representatives immediately, and confirm the notice in writing, of writing (i) of the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the ProspectusStatement, (ii) of the mailing or the delivery to the Commission for filing of the Prospectus or any amendment to the Registration Statement or amendment or supplement to the Prospectus or any Issuer Free Writing Prospectus or any document to be filed pursuant to the 1934 Act during any period when the Prospectus is required to be delivered under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations in connection with sales of the Securities (or required to be delivered but for Rule 172 of the 1933 Act Regulations) (the “Prospectus Delivery Period”), (iii) of the receipt of any comments or inquiries from the Commission with respect relating to the Registration StatementStatement or the Prospectus, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of the Pre-Pricing Prospectus or the Prospectus, or the initiation of any preliminary prospectus relating proceedings for that purpose or pursuant to Xxxxxxx 0X xx xxx 0000 Xxx, (xx) of the occurrence of any event at any time as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to the Securities, or use of the suspension Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities for offering under state securities or sale in any jurisdiction, Blue Sky laws or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectuspurpose. The Company will make every reasonable effort to prevent the issuance by the Commission of any stop such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Pre-Pricing Prospectus or the Prospectus or suspending any such qualification or exemption of the Securities and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company will provide you with copies of the form of Prospectus and each Issuer Free Writing Prospectus, in such numbers as you may reasonably request, and file or transmit for filing with the Commission such Prospectus and each Issuer Free Writing Prospectus (including the pricing term sheet in the form approved by the Representatives and in substantially the form of Exhibit C hereto (the “Term Sheet”)) to the extent required by Rule 433 of the 1933 Act Regulations in accordance with Rule 424(b) of the 1933 Act Regulations by the close of business in New York on the second business day immediately succeeding the date hereof. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) of the 1933 Act Regulations (without giving effect to the proviso therein) and in any event prior to Closing Time.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives immediately, and confirm the notice in writing, of (i) when the effectiveness of Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall be declared or become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating Issuer Free Writing Prospectus or any amendment or supplement to any of the Securities or the filing of any supplement or amendment to the Prospectusforegoing shall have been filed, (ii) of the receipt of any comments from the Commission (and shall promptly furnish the Representatives with respect a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the Registration Statementproposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to the Securities, or any of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectusforegoing. The Company will make every reasonable effort to prevent the issuance of any stop order andand the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyas soon as reasonably practicable, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible momentas soon as reasonably practicable.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall become effective, or the filing of any supplement or amendment to the ProspectusProspectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement Statement, the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Securitiesprospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediately, and confirm the notice in writingwriting (which may be by electronic mail), of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyas soon as practicable, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus (including any document incorporated by reference therein) or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of under the 1933 Act Regulations Securities Act, and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission with respect to during the Registration StatementProspectus Delivery Period, (iii) 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 for additional information, information and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiespurposes. The Company will promptly effect the filings required necessary pursuant to Rule 424 under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), Securities Act and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch document. The Company will make every use its reasonable effort best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of under the 1933 Act Regulations (“Rule 430B”), and will notify the Representatives immediatelyUnderwriter promptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesBase Prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Company will notify the Representatives Representative immediately, and confirm the notice in writing, of writing (i) of the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the ProspectusStatement, (ii) of the mailing or the delivery to the Commission for filing of the Prospectus or any amendment to the Registration Statement or amendment or supplement to the Prospectus or any Issuer Free Writing Prospectus or any document to be filed pursuant to the 1934 Act during any period when the Prospectus is required to be delivered under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations in connection with sales of the Securities (or required to be delivered but for Rule 172 of the 1933 Act Regulations) (the “Prospectus Delivery Period”), (iii) of the receipt of any comments or inquiries from the Commission with respect relating to the Registration StatementStatement or the Prospectus, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of the Pre-Pricing Prospectus or the Prospectus, or the initiation of any preliminary prospectus relating proceedings for that purpose or pursuant to Xxxxxxx 0X xx xxx 0000 Xxx, (xx) of the occurrence of any event at any time as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to the Securities, or use of the suspension Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities for offering under state securities or sale in any jurisdiction, Blue Sky laws or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectuspurpose. The Company will make every reasonable effort to prevent the issuance by the Commission of any stop such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Pre-Pricing Prospectus or the Prospectus or suspending any such qualification or exemption of the Securities and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company will provide you with copies of the form of Prospectus and each Issuer Free Writing Prospectus, in such numbers as you may reasonably request, and file or transmit for filing with the Commission such Prospectus and each Issuer Free Writing Prospectus to the extent required by Rule 433 of the 1933 Act Regulations in accordance with Rule 424(b) of the 1933 Act Regulations by the close of business in New York on the second business day immediately succeeding the date hereof. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) of the 1933 Act Regulations (without giving effect to the proviso therein) and in any event prior to Closing Time.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of 430A, will file any Issuer Free Writing Prospectus to the 1933 Act Regulations extent required by Rule 433 under the Act, and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Rule 482 Material, Prospectus, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to prospectus, the SecuritiesRule 482 Material or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or pursuant to Section 8A of the Act or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and ) within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every use its commercially reasonable effort efforts to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B 430B, and will, until the distribution of the 1933 Act Regulations Securities is completed (and the Underwriters will advise the Company upon request as to the completion of the distribution of the Securities), notify the Representatives immediatelypromptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible momentas promptly as practicable.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives immediately, and confirm the notice in writing, of (i) when the effectiveness of Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall be declared or become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating Issuer Free Writing Prospectus or any amendment or supplement to any of the Securities or the filing of any supplement or amendment to the Prospectusforegoing shall have been filed, (ii) of the receipt of any comments from the Commission with respect Commission, including, without limitation, comments on any documents filed by the Company pursuant to the Registration Statement1934 Act (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript or written summary of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the Securitiesforegoing, or of the suspension of the qualification of the Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order andand the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. During the period when the Prospectus is required to be delivered under the 1933 Act in connection with the offer and sale of the Securities (including in circumstances where such requirement may be satisfied pursuant to Rule 172 (“Rule 172”) of the 1933 Act Regulations), the Company, subject to Section 3(b3(d), will comply with the requirements of Rule 430B of the 1933 Act Regulations and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or any new registration statement relating supplement to the Securities Prospectus or the filing of any supplement or amendment to the Prospectusamended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to prospectus, the Securities, Disclosure Package or the Prospectus or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiespurposes. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every use its commercially reasonable effort efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection by the Commission to the use of the Registration Statement and, if any stop order is issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the lifting thereof at withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible momentRegistration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Compliance with Securities Regulations and Commission Requests. The During the period when the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), the Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives immediatelypromptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or when the Pre-Pricing Prospectus, the Prospectus or any new registration statement relating Issuer Free Writing Prospectus or any amendment or supplement to any of the Securities or the filing of any supplement or amendment to the Prospectusforegoing shall have been filed, (ii) of the receipt of any comments comment letters from the Commission (and shall promptly furnish the Representatives with respect to the Registration Statementa copy of any such comment letters), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Pre-Pricing Prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of the Pre-Pricing Prospectus, the Prospectus or any preliminary prospectus relating Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the Securitiesuse of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order andand the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to use its reasonable best efforts to obtain the lifting thereof at as promptly as practicable. The Company shall pay the earliest possible momentrequired Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations, except to the extent such filing fees have been paid prior to the date hereof.

Compliance with Securities Regulations and Commission Requests. The Prior to completion of the offering and sale of the Securities, the Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall become effective, or the filing of any supplement or amendment to the ProspectusProspectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. Prior to completion of the Prospectus. The offering and sale of the Securities, the Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 424 and will notify the Representatives immediately, and confirm the notice in writing, of (i) when the effectiveness of any post-effective amendment to the Registration Statement Final Prospectus or any new registration statement relating supplement thereto shall have been filed (if required) with the Commission pursuant to the Securities or the filing of any supplement or amendment to the ProspectusRule 424(b), (ii) for so long as the Securities remain unsold by the Underwriters, of the receipt of any comments from the Commission with respect to the Registration Statement, Preliminary Prospectus or Final Prospectus, or any amendment thereof or supplement thereto, or any document incorporated therein by reference, (iii) for so long as the Securities remain unsold by the Underwriters, of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or for additional information, information and (iv) for so long as the Securities remain unsold by the Underwriters, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any notice of objection to the use of the Registration Statement pursuant to Rule 401(g), or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiespurposes. The Company will promptly after the parties hereto execute this Agreement effect the filings required under Rule 424(b), in the manner and within the time period required by necessary pursuant to Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will promptly prepare a final term sheet, containing solely a description of final terms of the ProspectusSecurities and the offering thereof, in a form approved by the Representatives and will file such term sheet pursuant to Rule 433(d) within the time required by such Rule. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyas soon as practicable, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementStatement or any amendment or supplement to the Prospectus, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible momentas soon as practicable.

Compliance with Securities Regulations and Commission Requests. The CompanyIssuer, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Securities Act Regulations Regulations, and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission with respect to during the Registration StatementProspectus Delivery Period (defined below), (iii) 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 for additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the SecuritiesSecurities Act. The Company Issuer will promptly effect the filings required under necessary pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), 424 and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch document. The Company Issuer will make every reasonable effort use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The During any period that a prospectus relating to the Securities is required to be delivered under the 1933 Act (but in any event through the Closing Date), the Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives immediatelypromptly, and confirm the notice in writing, of (i) when the effectiveness of Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating to the Securities Issuer Free Writing Prospectus or the filing of any amendment or supplement or amendment to the Prospectusthereto shall have been filed, (ii) of the receipt of any comments from the Commission (together with respect to the Registration Statementa copy of any comment letters and any transcript of oral comments and any written responses thereto), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, or any document incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to prospectus, the SecuritiesProspectus or any Issuer Free Writing Prospectus or any amendment or supplement thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The CompanyTransaction Parties, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Securities Act Regulations Regulations, and will promptly notify the Representatives immediatelyLead Managers, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission with respect to during the Registration StatementProspectus Delivery Period (defined below), (iii) 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 for additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the SecuritiesSecurities Act. The Company Transaction Parties will promptly effect the filings required under necessary pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), 424 and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 was were received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch document. The Company Each Transaction Party will make every reasonable effort use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives Underwriter immediately, and confirm the notice in writingwriting (which may be by electronic mail), of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A and will promptly notify the Representatives immediately, and confirm the notice in writing, of Representative: (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall become effective, or the filing of any supplement or amendment to the ProspectusProspectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement Statement, the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Securitiesprospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible momentmoment that is reasonable.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of and, during the 1933 Act Regulations and Prospectus Delivery Period (as defined below), will notify the Representatives immediatelypromptly, and confirm the notice in writing, of (i) of the effectiveness of any post-effective amendment to the Registration Statement or any of a new registration statement relating to the Securities or the filing of any supplement or amendment to the ProspectusProspectus or any preliminary prospectus, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the Prospectus or any preliminary prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement statement, or notice objecting to its use pursuant to Rule 401(g)(2) of the 1933 Act Regulations, or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under necessary pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it the Company will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, promptly to use its best efforts to obtain its withdrawal. The Company agrees to pay the lifting thereof at required Commission filing fees relating to the earliest possible momentoffering of the Securities within the time required by and in accordance with Rule 456(b)(1) and 457(r) of the 1933 Act Regulations.

Compliance with Securities Regulations and Commission Requests. The Parent and the Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Parent and the Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems they deem necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Parent and the Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Parent and the Company have paid the required Commission filing fees relating to the Securities in accordance with Rules 456(a) and 457(o) under the 1933 Act Regulations.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of 430C under the 1933 Act Regulations to the extent applicable, and will notify the Representatives immediatelyRepresentative promptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort efforts to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to use its best efforts to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated or deemed to be incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives Underwriter immediately, and confirm the notice in writing, of (i) when the effectiveness of Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall be declared or become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating Issuer Free Writing Prospectus or any amendment or supplement to any of the Securities or the filing of any supplement or amendment to the Prospectusforegoing shall have been filed, (ii) of the receipt of any comments from the Commission (and shall promptly furnish the Underwriter with respect a copy of any comment letters and any transcript of oral comments, and shall furnish the Underwriter with copies of any written responses thereto a reasonable amount of time prior to the Registration Statementproposed filing thereof with the Commission and will not file any such response to which the Underwriter or counsel for the Underwriter shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to the Securities, or any of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectusforegoing. The Company will make every reasonable effort to prevent the issuance of any stop order andand the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives Representative immediately, and confirm the notice in writingwriting from the Applicable Time through the Closing Date (or, if later, through the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)), (i) when the effectiveness of Registration Statement or any post-effective amendment to the Registration Statement shall become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating Issuer Free Writing Prospectus or any amendment or supplement to any of the Securities or the filing of any supplement or amendment to the Prospectusforegoing shall have been filed, (ii) of the receipt of any comments from the Commission (and shall promptly furnish the Representative with respect a copy of any comment letters and any transcript of oral comments, and shall furnish the Representative with copies of any written responses thereto a reasonable amount of time prior to the Registration Statementproposed filing thereof with the Commission and will not file any such response to which the Representative or counsel for the Underwriters shall reasonably object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the Securitiesuse of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if of the Company becomes the subject initiation or threatening of a any proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order andand the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1993 Act Regulations, except to the extent such filing fees have been paid prior to the date hereof.

Compliance with Securities Regulations and Commission Requests. The CompanyTransaction Entities, subject to Section 3(b)3(a)(ii) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyRepresentative promptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or the receipt by the Company of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act Regulations or the issuance of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if either of the Company Transaction Entities becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company Transaction Entities will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company Transaction Entities will make every reasonable effort efforts to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company has paid or shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyUnderwriters promptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every use its commercially reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyUnderwriter promptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 424 and will notify the Representatives immediatelyUnderwriters promptly, and confirm the notice in writing, of (i) of the effectiveness of any post-effective amendment to the Registration Statement Statement, or any new registration statement relating to the Securities or of the filing of any supplement or amendment to the Prospectus or any amended Prospectus, or of any Issuer Free Writing Prospectus, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of the Preliminary Prospectus, or of receipt from the Commission of any preliminary prospectus relating notice of objection to the Securitiesuse of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act, or of the suspension of the qualification of the Securities Senior Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering Act, and (v) of the Securitiesoccurrence of any event within the Prospectus Delivery Period (as defined in Section 3(d) below) as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading. The Company will promptly effect file the filings required under Rule 424(b), in final Prospectus with the manner and Commission within the time period required periods specified by Rule 424(b) and Rule 403A, 430B or 430C under the 1933 Act, will file any Issuer Free Writing Prospectus (without reliance on including the Pricing Information set forth in Schedule B) to the extent required by Rule 424(b)(8)), 433 under the 1933 Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus or Issuer Free Writing Prospectus transmitted for filing under Rule 424 424(b) or Rule 433, as applicable, was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, or notice of objection is received, to obtain the lifting or removal thereof at the earliest possible moment. The Company will pay the required Commission filing fees related to the Senior Notes within the time required by Rule 456 of the 1933 Act.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations Securities Act, and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission with respect to during the Registration StatementProspectus Delivery Period, (iii) 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 for additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiespurposes. The Company will promptly effect the filings required under necessary pursuant to Rule 424(b), in 424 of the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), Securities Act and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 of the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such document. During the Prospectus. The Prospectus Delivery Period, the Company will make every use its reasonable effort best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives immediatelyXxxxxxxxxx promptly, and confirm the such notice in writing, of (i) the effectiveness of when any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall be declared or become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating Issuer Free Writing Prospectus or any amendment or supplement to any of the Securities or the filing of any supplement or amendment to the Prospectusforegoing shall have been filed, (ii) of the receipt of any comments from the Commission (and shall promptly furnish Xxxxxxxxxx with respect a copy of any comment letters and any transcript made by the Company, its legal counsel or accountants of oral comments, and shall furnish Xxxxxxxxxx with copies of any written responses thereto a reasonable amount of time prior to the Registration Statementproposed filing thereof with the Commission and will not file any such response to which Xxxxxxxxxx or counsel for Xxxxxxxxxx shall reasonably object in a timely manner), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to the Securities, or any of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectusforegoing. The Company will make every reasonable effort to prevent the issuance of any stop order andand the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) and 3(c) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyAgent as soon as reasonably practicable, and confirm the notice in writing, of writing (i) the effectiveness of when, excluding XXXXX filings, any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities Shares shall become effective or the filing of any amendment or supplement or amendment to the ProspectusProspectus shall have been filed (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities unless related to an offering of Shares), (ii) of the receipt of any comments from the Commission with respect to the Registration Statementextent any Sales Notice is outstanding, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or, if applicable, of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesProspectus, or of the suspension of the qualification of the Securities any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) to the extent any Sales Notice is outstanding, if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the any offering of Shares. In connection with a Terms Agreement, the SecuritiesCompany will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with respect to the offer and sale of Shares covered by such Terms Agreement. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible momentas soon as reasonably practicable.

Compliance with Securities Regulations and Commission Requests. The Prior to the completion of the distribution of the Securities as contemplated in this Agreement (which the Representative will promptly confirm orally to the Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Company will notify the Representatives immediatelyRepresentative promptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any a new registration statement relating to the Securities shall become effective, or the filing of any amendment or supplement or amendment to the ProspectusProspectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementStatement from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated therein by reference or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection Act. With respect to the Securities, subject to Section 3(e), the Company will comply with the offering requirements of Rule 430B, will prepare the Securities. The Company Prospectus in the form approved by the Representative, will promptly effect the filings required under Rule 424(b), ) in the manner and within the time period required by Rule 424(b) specified therein (without reliance on Rule 424(b)(8)), ) and will take such steps as it deems they deem necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 424(b) under the 1933 Act Regulations was received for filing by the Commission and, in the event that it was not, it will promptly file the such Prospectus. The Company will make every use its commercially reasonable effort efforts to prevent the issuance of any stop order or other order and, if any stop order or other order is issued, to obtain the lifting thereof at as soon as possible. The Company shall pay the earliest possible momentrequired filing fees of the Commission relating to the Securities within the time required by Rule 456(b)(1) (i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A, and will notify the Representatives immediatelypromptly, and confirm the notice in writingwriting (which may be by electronic mail), of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to on the Registration StatementStatement or the Prospectus, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every use commercially reasonable effort efforts to prevent the issuance of any stop order or suspension of the Registration Statement and, if any stop such order is issued, use commercially reasonable efforts to promptly obtain the lifting thereof at the earliest possible momentthereof.

Compliance with Securities Regulations and Commission Requests. The CompanyPartnership, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement with respect to the Securities shall be declared or become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating Issuer Free Writing Prospectus with respect to the Securities or any amendment or supplement to any of the filing of any supplement or amendment to the Prospectusforegoing shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementSecurities (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional informationinformation with respect to the Securities, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the Securitiesuse of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company Partnership becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in In the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent of the issuance of any stop order andand the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, if any stop order is issued, the Partnership will use commercially reasonable efforts to obtain the lifting thereof at or withdrawal thereof. The Partnership shall pay the earliest possible momentrequired Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1993 Act Regulations, except to the extent such filing fees have been paid prior to the date hereof.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A, and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement, the 1934 Act Registration Statement or the ADS Registration Statement shall become effective, or any new registration statement relating supplement to the Securities Prospectus (including any prospectus wrapper) or the filing of any supplement or amendment to the Prospectusamended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement, the 1934 Act Registration Statement, the ADS Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, the 1934 Act Registration Statement, the ADS Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Securitiesprospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement or the ADS Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), ) in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), ) and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company has paid the required Commission filing fees relating to the Securities within the time required by Rule 456(a) under the 1933 Act Regulations.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) and 3(c) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives Agents immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities Shares shall become effective or the filing of any amendment or supplement or amendment to the ProspectusProspectus shall have been filed (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities unless related to an offering of Shares), (ii) any new Prospectus Supplement that includes information in addition to the information referred to in Section 3(w) hereof, (iii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus or any amendment or supplement thereto, or of the suspension of the qualification of the Securities any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement Statement, and (vvi) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the any offering of the SecuritiesShares. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. In the event of any issuance of a notice of objection by the Commission, the Company shall take all necessary action to permit offers and sales of Shares by or through the Agents, including, without limitation, amending the Registration Statement or filing a new shelf registration statement relating thereto. The Company shall pay the required Commission filing fees relating to the Shares prior to the time the initial Prospectus Supplement is filed with the Commission or the time any subsequent Prospectus Supplement that increases the gross offering price or number of Shares that may offered and sold under this Agreement from that referenced in the immediately preceding Prospectus Supplement filed with the Commission.

Compliance with Securities Regulations and Commission Requests. The CompanyCompany and the Operating Partnership, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives immediately, and confirm the notice in writing, of promptly (i) when the effectiveness of Registration Statement or any post-effective amendment to the Registration Statement shall become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating Issuer Free Writing Prospectus or any amendment or supplement to any of the Securities or the filing of any supplement or amendment to the Prospectusforegoing shall have been filed, (ii) of the receipt of any comments from the Commission (and shall promptly furnish the Representatives with respect a copy of any comment letters and/or summary of any oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the Registration Statementproposed filing thereof with the Commission), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the Securitiesuse of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes purposes, or of any examination pursuant to Section 8(e) of the 1933 Securities Act concerning the Registration Statement and (v) if either of the Company or the Operating Partnership becomes the subject of a proceeding under Section 8A of the 1933 Securities Act in connection with the offering of the Securities. The Company will promptly effect and the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company Operating Partnership will make every reasonable effort to prevent the issuance of any stop order andand the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to use commercially reasonable efforts to seek to obtain the lifting thereof at the earliest possible reasonably practicable moment. The Company and the Operating Partnership shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations, subject to the proviso therein, and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations, except to the extent such filing fees have been paid prior to the date hereof.

Compliance with Securities Regulations and Commission Requests. The CompanyPartnership, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating to the Securities Issuer Free Writing Prospectus or the filing of any amendment or supplement or amendment to the Prospectusthereto shall have been filed, (ii) of the receipt of any comments from the Commission (together with respect to the Registration Statementa copy of any comment letters and any transcript of oral comments and any written responses thereto), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, or any document incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the Securitiesuse of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Securities Units for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company Partnership becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the SecuritiesUnits. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company Partnership will make every reasonable effort to prevent the issuance of any stop order and, if any such stop order is issued, to obtain the lifting thereof at as soon as possible. The Partnership shall pay the earliest possible momentrequired Commission filing fees relating to the Units within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations, except to the extent such filing fees have been paid prior to the date hereof.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) and 3(c) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyAgents as soon as reasonably possible, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities Shares shall become effective or the filing of any amendment or supplement or amendment to the ProspectusProspectus shall have been filed (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities unless related to an offering of Shares, as to which the Company will only be obligated to notify the applicable Agents), (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus or any amendment or supplement thereto, or of the suspension of the qualification of the Securities any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the any offering of Shares. In connection with a Terms Agreement, the SecuritiesCompany will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with respect to the offer and sale of Shares covered by such Terms Agreement. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort efforts to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at as soon as reasonably possible. In the earliest possible momentevent of any issuance of a notice of objection, by the Commission, the Company shall take all necessary action to permit offers and sales of Shares by or through the Agents, including, without limitation, amending the Registration Statement or filing a new shelf registration statement relating thereto. The Company shall pay the required Commission filing fees relating to the Shares prior to the time the initial Prospectus Supplement is filed with the Commission or the time any subsequent Prospectus Supplement that increases the gross offering price or number of Shares that may offered and sold under this Agreement from that referenced in the immediately preceding Prospectus Supplement filed with the Commission.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), Company will comply prepare a prospectus supplement in a form reasonably approved by the Underwriter and file such prospectus supplement in accordance with the requirements of and pursuant to Rule 430B of 424(b) in the 1933 Act Regulations manner and within the time period required by such rule (without reliance on Rule 424(b)(8)). The Company will notify the Representatives Underwriter immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission with respect to the Registration Statement, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Securities Act concerning the Registration Statement, (ii) of any notice of objection of the Commission to the use of the Registration Statement and or any post-effective amendment thereto, or (viii) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Securities Act in connection with the offering of the Securities, in each case for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required in connection with the offering or sale of the Securities. The Company will promptly effect timely file all reports and any definitive proxy or information statements required to be filed by the filings required under Rule 424(bCompany with the Commission pursuant to Section 13(a), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)13(c), and will take such steps as it deems necessary 14 or 15(d) of the Exchange Act subsequent to ascertain promptly whether the date of the Prospectus transmitted and for filing so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under Rule 424 was received for filing by the Commission and, Securities Act) is required in connection with the event that it was not, it will promptly file offering or sale of the ProspectusSecurities. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment; and in the event of any such issuance of a notice of objection, to promptly amend the Registration Statement in such manner as may be required to permit offers and sales of Securities by the Underwriter. If required by Rule 430B(h), the Company will prepare a form of prospectus in a form approved by the Underwriter and to file such form of prospectus pursuant to Rule 424(b) under the Securities Act not later than may be required by Rule 424(b) under the Securities Act; and to make no further amendment or supplement to such form of prospectus which shall be disapproved by the Underwriter promptly after reasonable notice thereof.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)3(A)(b) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyUnderwriter promptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities has become effective or the filing of any amendment or supplement or amendment to the ProspectusProspectus has been filed, (ii) of the receipt of any comments from the Commission with respect relating to the Registration StatementProspectus or the Securities, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, in each case relating to the Prospectus or the Securities, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B and, at any time after the date hereof when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations and would be) required by the 1933 Act to be delivered in connection with any sale by the Underwriters of the Securities (the “Prospectus Delivery Period”), will notify the Representatives immediatelyUnderwriters promptly, and confirm the notice in writingwriting (which may be by electronic mail), of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to on the Registration StatementStatement or the Prospectus, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The During the Prospectus Delivery Period, the Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every use commercially reasonable effort efforts to prevent the issuance of any stop order or suspension of the Registration Statement and, if any stop such order is issued, use commercially reasonable efforts to promptly obtain the lifting thereof at thereof. The Company shall pay the earliest possible momentrequired Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Company will notify the Representatives you immediately, and confirm the notice in writing, of writing (i) of the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the ProspectusStatement, (ii) of the mailing or the delivery to the Commission for filing of the Prospectus or any amendment to the Registration Statement or amendment or supplement to the Prospectus or any Issuer Free Writing Prospectus or any document to be filed pursuant to the 1934 Act during any period when the Prospectus is required to be delivered under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations in connection with sales of the Securities (or required to be delivered but for Rule 172 of the 1933 Act Regulations) (the “Prospectus Delivery Period”), (iii) of the receipt of any comments or inquiries from the Commission with respect relating to the Registration StatementStatement or the Prospectus, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of the Pre-Pricing Prospectus or the Prospectus, or the initiation of any preliminary prospectus relating proceedings for that purpose or pursuant to Xxxxxxx 0X xx xxx 0000 Xxx, (xx) of the occurrence of any event at any time as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to the Securities, or use of the suspension Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities for offering under state securities or sale in any jurisdiction, Blue Sky laws or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectuspurpose. The Company will make every reasonable effort to prevent the issuance by the Commission of any stop such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Pre-Pricing Prospectus or the Prospectus or suspending any such qualification or exemption of the Securities and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company will provide you with copies of the form of Prospectus and each Issuer Free Writing Prospectus, in such numbers as you may reasonably request, and file or transmit for filing with the Commission such Prospectus and each Issuer Free Writing Prospectus to the extent required by Rule 433 of the 1933 Act Regulations in accordance with Rule 424(b) of the 1933 Act Regulations by the close of business in New York on the second business day immediately succeeding the date hereof. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) of the 1933 Act Regulations (without giving effect to the proviso therein) and in any event prior to Closing Time.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall become effective or the filing of any amendment or supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or the receipt by the Company of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act Regulations or the issuance of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The CompanyFund, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives Underwriter immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company Fund becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company Fund will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company Fund will make every reasonable effort to prevent the issuance of any stop order, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The CompanyCompany shall prepare the Prospectus in a form approved by the Underwriters and file such Prospectus pursuant to Rule 424(b) under the 1933 Act Regulations no later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, subject or, if applicable, such earlier time as may be required by the 1933 Act Regulations. Subject to Section 3(b)) of the 1933 Act, the Company will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A, and will notify the Representatives immediatelyRepresentative promptly, and confirm the notice in writing, of (iA) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (iiB) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iiiC) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (ivD) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to Preliminary Prospectus or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and or (vE) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 430B or 430C as applicable, under the 1933 Act Regulations and will promptly effect use its reasonable efforts to confirm that any filings made by the filings required Company under Rule 424(b), ) or Rule 433 were received in a timely manner by the manner and within the time period required by Rule 424(b) Commission (without reliance on Rule 424(b)(8) or Rule 164(b) of the 1933 Act Regulations)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 415, Rule 430B, and will notify the Representatives Representative immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration Statement, the preliminary prospectus or the Prospectus, (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 for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any the preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelypromptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or any new registration statement relating supplement to the Securities Prospectus or the filing of any supplement or amendment to the Prospectusamended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to the Securitiesprospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 430A, Rule 430B of and Rule 430C, as the 1933 Act Regulations case may be, and will notify the Representatives immediately, and confirm the notice in writing, of (ia) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall become effective, or the filing of any supplement or amendment to the ProspectusProspectus or any amended Prospectus shall have been filed, (iib) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iiic) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (ivd) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Securitiesprospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Securities Act concerning the Registration Statement and (ve) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Securities Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives immediatelyRepresentative promptly, and confirm the such notice in writing, of (i) the effectiveness of when any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall be declared or become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating Issuer Free Writing Prospectus or any amendment or supplement to any of the Securities or the filing of any supplement or amendment to the Prospectusforegoing shall have been filed, (ii) of the receipt of any comments from the Commission (and shall promptly furnish the Representative with respect a copy of any comment letters and any transcript made by the Company, its legal counsel or accountants of oral comments, and shall furnish the Representative with copies of any written responses thereto a reasonable amount of time prior to the Registration Statementproposed filing thereof with the Commission and will not file any such response to which the Representative or counsel for the Underwriters shall reasonably object in a timely manner), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to the Securities, or any of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectusforegoing. The Company will make every reasonable effort to prevent the issuance of any stop order andand the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)3(a)(ii) hereof, will comply with the requirements of Rule 430B 430A of the 1933 Act Regulations Securities Act, and will notify the Representatives immediatelyRepresentative promptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or the receipt by the Company of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act Regulations or the issuance of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Securities Act in connection with the offering of the Securities. The Company will promptly effect the affect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)424(b) (8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort efforts to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company has paid or shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A, and will notify the Representatives immediatelyRepresentative promptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities Preliminary Prospectus or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (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 for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Rule 433 and will notify the Representatives immediatelypromptly, and confirm the notice in writing, of (i) when the effectiveness of Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall be declared or become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating Issuer Free Writing Prospectus or any amendment or supplement to any of the Securities or the filing of any supplement or amendment to the Prospectusforegoing shall have been filed, (ii) of the receipt of any comments from the Commission (and shall promptly furnish the Representatives with respect a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the Registration Statementproposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall reasonably object by written notice to the Company), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to the Securities, or any of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectusforegoing. The Company will make every reasonable effort to prevent the issuance of any stop order andand the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Company will notify the Representatives immediately, and confirm the notice in writing, of writing (i) of the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the ProspectusStatement, (ii) of the mailing or the delivery to the Commission for filing of the Prospectus or any amendment to the Registration Statement or amendment or supplement to the Prospectus or any Issuer Free Writing Prospectus or any document to be filed pursuant to the 1934 Act during any period when the Prospectus is required to be delivered under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations in connection with sales of the Securities (or required to be delivered but for Rule 172 of the 1933 Act Regulations) (the “Prospectus Delivery Period”), (iii) of the receipt of any comments or inquiries from the Commission with respect relating to the Registration StatementStatement or the Prospectus, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of the Pre-Pricing Prospectus or the Prospectus, or the initiation of any preliminary prospectus relating proceedings for that purpose or pursuant to Sxxxxxx 0X xx xxx 0000 Xxx, (xx) of the occurrence of any event at any time as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to the Securities, or use of the suspension Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act; and (viii) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities for offering under state securities or sale in any jurisdiction, Blue Sky laws or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectuspurpose. The Company will make every reasonable effort to prevent the issuance by the Commission of any stop such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Pre-Pricing Prospectus or the Prospectus or suspending any such qualification or exemption of the Securities and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company will provide you with copies of the form of Prospectus and each Issuer Free Writing Prospectus, in such numbers as you may reasonably request, and file or transmit for filing with the Commission such Prospectus and each Issuer Free Writing Prospectus (including the pricing term sheet in the form approved by the Representatives and in substantially the form of Exhibit C hereto (the “Term Sheet”)) to the extent required by Rule 433 of the 1933 Act Regulations in accordance with Rule 424(b) of the 1933 Act Regulations by the close of business in New York on the second business day immediately succeeding the date hereof. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) of the 1933 Act Regulations (without giving effect to the proviso therein) and in any event prior to Closing Time.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations or Rule 424, as applicable, and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or any new registration statement relating supplement to the Securities Prospectus or the filing of any supplement or amendment to the Prospectusamended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed part thereof or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and Statement, (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the SecuritiesSecurities and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by necessary pursuant to Rule 424(b) (without reliance on Rule 424(b)(8)), ) and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus supplement transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus supplement. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) (i) of the Rules and Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Rules and Regulations.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations Securities Act, and will promptly notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission with respect to during the Registration StatementProspectus Delivery Period, (iii) 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 for additional informationinformation regarding the Preliminary Prospectus or the Prospectus, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiespurposes. The Company will promptly effect the filings required under of the Preliminary Prospectus and the Prospectus necessary pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), 424 and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch document. The Company will make every use its reasonable effort best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives Representative immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall become effective or any amendment or supplement to the General Disclosure Package or the filing of Prospectus shall have been used or filed, as the case may be, including any supplement or amendment to the Prospectusdocument incorporated by reference therein, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus General Disclosure Package or the Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus or any amendment or supplement thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Securities Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives Underwriters immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Until the later of the end of the Prospectus Delivery Period or the Closing Time, the Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyas soon as practicable, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus (including any document incorporated by reference therein) or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus. The , the Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall become effective or any amendment or supplement to the General Disclosure Package or the filing of Prospectus shall have been used or filed, as the case may be, including any supplement or amendment to the Prospectusdocument incorporated by reference therein, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus General Disclosure Package or the Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus or any amendment or supplement thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Securities Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Company will notify the Representatives you immediately, and confirm the notice in writing, of writing (i) of the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the ProspectusStatement, (ii) of the mailing or the delivery to the Commission for filing of the Prospectus or any amendment to the Registration Statement or amendment or supplement to the Prospectus or any Issuer Free Writing Prospectus or any document to be filed pursuant to the 1934 Act during any period when the Prospectus is required to be delivered under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations in connection with sales of the Securities (or required to be delivered but for Rule 172 of the 1933 Act Regulations) (the “Prospectus Delivery Period”), (iii) of the receipt of any comments or inquiries from the Commission with respect relating to the Registration StatementStatement or the Prospectus, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of the Base Prospectus or the Prospectus, or the initiation of any preliminary prospectus relating proceedings for that purpose or pursuant to Xxxxxxx 0X xx xxx 0000 Xxx, (xx) of the occurrence of any event at any time as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to the Securities, or use of the suspension Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities for offering under state securities or sale in any jurisdiction, Blue Sky laws or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectuspurpose. The Company will make every reasonable effort to prevent the issuance by the Commission of any stop such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Base Prospectus or the Prospectus or suspending any such qualification or exemption of the Securities and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company will provide you with copies of the form of Prospectus and each Issuer Free Writing Prospectus, in such numbers as you may reasonably request, and file or transmit for filing with the Commission such Prospectus and each Issuer Free Writing Prospectus to the extent required by Rule 433 of the 1933 Act Regulations in accordance with Rule 424(b) of the 1933 Act Regulations by the close of business in New York on the second business day immediately succeeding the date hereof. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) of the 1933 Act Regulations (without giving effect to the proviso therein) and in any event prior to Closing Time.

Compliance with Securities Regulations and Commission Requests. The Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. During the period when the Prospectus is required to be delivered under the 1933 Act in connection with the offer and sale of the Securities (including in circumstances where such requirement may be satisfied pursuant to Rule 172 (“Rule 172”) of the 1933 Act Regulations), the Company, subject to Section 3(b3(c), will comply with the requirements of Rule 430B of the 1933 Act Regulations and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or any new registration statement relating supplement to the Securities Prospectus or the filing of any supplement or amendment to the Prospectusamended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to prospectus, the Securities, Disclosure Package or the Prospectus or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiespurposes. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every use its commercially reasonable effort efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection by the Commission to the use of the Registration Statement and, if any stop order is issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the lifting thereof at withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible momentRegistration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Compliance with Securities Regulations and Commission Requests. The CompanyCompany and the Guarantor, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430A, 430B or 430C of the 1933 Act Regulations and Rule 462(b) under the 1933 Act Regulations, if and as applicable, will file any free writing prospectus to the extent required by Rule 433 under the 1933 Act, and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiespurposes. The Company and the Guarantor will promptly effect the filings required under necessary pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), 424 and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company and the Guarantor will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A, and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementStatement or any amendment or supplement to the Prospectus, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations or Rule 424, as applicable, and will notify the Representatives Underwriter immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or any new registration statement relating supplement to the Securities Prospectus or the filing of any supplement or amendment to the Prospectusamended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed part thereof or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and Statement, (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the SecuritiesSecurities and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by necessary pursuant to Rule 424(b) (without reliance on Rule 424(b)(8)), ) and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus supplement transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus supplement. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) (i) of the Rules and Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Rules and Regulations.

Compliance with Securities Regulations and Commission Requests. The CompanyFund, subject to Section 3(b3(a)(1)(ii), will comply with the applicable requirements of Rule 430B of the 1933 Act Regulations and will notify the Representatives immediatelypromptly, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Prospectus, the Preliminary Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional informationinformation (or any document incorporated by reference therein or otherwise deemed to be a part thereof), (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus, or of the suspension of the any required qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes purposes, or of any examination pursuant to Section 8(e) of the 1933 1940 Act concerning the Registration Statement and (v) if the Company Fund becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company Fund will promptly effect the filings required necessary under Rule 424(b), 424 in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), 424 and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company Fund will make every reasonable effort file any Issuer Free Writing Prospectus to the extent required by Rule 433. The Fund will use its best efforts in connection with the offering of the Securities to prevent the issuance of any stop order or the suspension of any such qualification or revocation of registration pursuant to Section 8(e) of the 1940 Act and, if any stop order is issued, to obtain as soon as possible the lifting thereof at the earliest possible momentwithdrawal thereof.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 424 and will notify the Representatives immediatelyUnderwriters promptly, and confirm the notice in writing, of (i) of the effectiveness of any post-effective amendment to the Registration Statement Statement, or any new registration statement relating to the Securities or of the filing of any supplement or amendment to the Prospectus or any amended Prospectus, or of any Issuer Free Writing Prospectus, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of the Preliminary Prospectus, or of receipt from the Commission of any preliminary prospectus relating notice of objection to the Securitiesuse of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act, or of the suspension of the qualification of the Securities Senior Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering Act, and (v) of the Securitiesoccurrence of any event within the Prospectus Delivery Period (as defined in Section 3(d) below) as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading. The Company will promptly effect file the filings required under Rule 424(b), in final Prospectus with the manner and Commission within the time period required periods specified by Rule 424(b) and Rule 403A, 430B or 430C under the 1933 Act, will file any Issuer Free Writing Prospectus (without reliance on including the Pricing Information set forth in Schedule B) to the extent required by Rule 424(b)(8)), 433 under the 1933 Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus or Issuer Free Writing Prospectus transmitted for filing under Rule 424 424(b) or Rule 433, as applicable, was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, or notice of objection is received, to obtain the lifting or removal thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) and 3(c) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives Agent immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities Shares shall become effective or the filing of any amendment or supplement or amendment to the ProspectusProspectus shall have been filed (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities unless related to an offering of Shares), (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus or any amendment or supplement thereto, or of the suspension of the qualification of the Securities any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the any offering of Shares. In connection with a Terms Agreement, the SecuritiesCompany will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with respect to the offer and sale of Shares covered by such Terms Agreement. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. In the event of any issuance of a notice of objection, by the Commission, the Company shall take all necessary action to permit offers and sales of Shares by or through the Agent, including, without limitation, amending the Registration Statement or filing a new shelf registration statement relating thereto. The Company shall pay the required Commission filing fees relating to the Shares prior to the time the initial Prospectus Supplement is filed with the Commission or the time any subsequent Prospectus Supplement that increases gross offering price or number of Shares that may offered and sold under this Agreement from that referenced in the immediately preceding Prospectus Supplement filed with the Commission.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyas soon as practicable, and confirm the notice in writingwriting (which may be in electronic form), of (i) the effectiveness of when any post-effective amendment to the Registration Statement or the ADS Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of Prospectus (including any supplement or amendment to the Prospectusprospectus wrapper) shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) any request by the Commission for any amendment to the Registration Statement, the ADS Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, the ADS Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement or the ADS Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems reasonably necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible momentas soon as practicable.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediately, and confirm the notice in writing, of Underwriter as soon as is reasonably practicable (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to Preliminary Prospectus or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort efforts to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b4(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations Securities Act, and during the Prospectus Delivery Period (as defined below) will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission with respect related to the Registration StatementStatement or the Prospectus or the documents incorporated by reference therein, (iii) 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 for additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes (including any notice or of any examination order pursuant to Section 8(e8A or Rule 401(g)(2) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the SecuritiesSecurities Act). The Company will promptly effect the filings required under necessary pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), 424 and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such document. During the Prospectus. The Prospectus Delivery Period, the Company will make every use its reasonable effort best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A, and will notify the Representatives Representative immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement, the 1934 Act Registration Statement or the ADS Registration Statement shall become effective, or any new registration statement relating supplement to the Securities Prospectus (including any prospectus wrapper) or the filing of any supplement or amendment to the Prospectusamended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement, the 1934 Act Registration Statement, the ADS Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, the 1934 Act Registration Statement, the ADS Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Securitiesprospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation initiation, or to the best knowledge of the Company and the Controlling Shareholder, threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement or the ADS Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible momentas soon as possible.

Compliance with Securities Regulations and Commission Requests. The During any period that a prospectus relating to the Securities is required to be delivered under the 1933 Act (but in any event through the Closing Date), the Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A and Rule 433 and will notify the Representatives immediatelypromptly, and confirm the notice in writing, of (i) when the effectiveness of Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating to the Securities Issuer Free Writing Prospectus or the filing of any amendment or supplement or amendment to the Prospectusthereto shall have been filed, (ii) of the receipt of any comments from the Commission (together with respect to the Registration Statementa copy of any comment letters and any transcript of oral comments and any written responses thereto), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, or any document incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to prospectus, the SecuritiesProspectus or any Issuer Free Writing Prospectus or any amendment or supplement thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The CompanyCompany and the Operating Partnership, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and will notify the Representatives immediately, and confirm the notice in writingwriting if requested by the Representatives, upon the occurrence of any of the following events after the date hereof and prior to completion of the distribution of the Securities, (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or any new registration statement relating amendment or supplement to the Securities Prospectus or the filing of any supplement or amendment to the Prospectuspreliminary prospectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of the Prospectus or any preliminary prospectus relating to the Securitiesprospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any an examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company or the Operating Partnership becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Operating Partnership and the Company will promptly effect the filings required under necessary pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Operating Partnership and the Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) and 3(c) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations and will notify the Representatives Agent immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities Shares shall become effective or the filing of any amendment or supplement or amendment to the ProspectusProspectus shall have been filed (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities unless related to an offering of Shares), (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto or of the issuance of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus or any amendment or supplement thereto, or of the suspension of the qualification of the Securities any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the any offering of Shares. In connection with a Terms Agreement, the SecuritiesCompany will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with respect to the offer and sale of Shares covered by such Terms Agreement. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. In the event of any issuance of a notice of objection, by the Commission, the Company shall take all necessary action to permit offers and sales of Shares by or through the Agent, including, without limitation, amending the Registration Statement or filing a new shelf registration statement relating thereto. The Company shall pay the required Commission filing fees relating to the Shares prior to the time the initial Prospectus Supplement is filed with the Commission or the time any subsequent Prospectus Supplement that increases gross offering price or number of Shares that may offered and sold under this Agreement from that referenced in the immediately preceding Prospectus Supplement filed with the Commission.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) below, will comply with the requirements of Rule 430B of the 1933 Act Regulations Securities Act, and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the ProspectusPreliminary Prospectus or the Prospectus (excluding for this purpose the filing of any document incorporated by reference therein), (ii) the receipt of any comments from the Commission with respect to during the Registration StatementProspectus Delivery Period, (iii) 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 for additional information, information and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiespurposes. The Company will promptly effect the filings required under necessary pursuant to Rule 424(b), in 424 of the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), Securities Act and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 of the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch document. The Company will make every use its reasonable effort best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible momentas promptly as practicable.

Compliance with Securities Regulations and Commission Requests. The CompanyEach of the Company and the Guarantor, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations Securities Act, and will promptly notify the Representatives immediatelyUnderwriters, and confirm the notice in writing, of (i) the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission with respect to during the Registration StatementProspectus Delivery Period, (iii) 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 for additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) purposes. Each of the 1933 Act concerning Company and the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company Guarantor will promptly effect the filings required under necessary pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), 424 and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such document. Each of the Prospectus. The Company and the Guarantor will make every use its reasonable effort best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations and Company will notify the Representatives Underwriters immediately, and confirm the notice in writing, of (i) of the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the ProspectusStatement, (ii) of the mailing or the delivery to the Commission for filing of the Prospectus or any amendment to the Registration Statement or amendment or supplement to the Prospectus or any document to be filed pursuant to the 1934 Act during any period when the Prospectus is required to be delivered under the 1933 Act, (iii) of the receipt of any comments or inquiries from the Commission with respect relating to the Registration StatementStatement or Prospectus, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement the initiation of any proceeding for that purpose, and (vi) of the issuance by any state securities commission or other regulatory authority of any order preventing or suspending the use of any preliminary prospectus relating to qualification or the Securities, or of the suspension of the exemption from qualification of the Securities for offering under state securities or sale in any jurisdiction, Blue Sky laws or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectuspurpose. The Company will make every reasonable effort to prevent the issuance by the Commission of any stop order and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file or transmit for filing with the Commission such Prospectus in accordance with Rule 424(b) of the 1933 Act Regulations by the close of business in New York on the second business day immediately succeeding the date hereof.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b4(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A, and will notify the Representatives Representatives, the Forward Seller and the Forward Purchaser immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities or the Underwritten Forward Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the SecuritiesSecurities or the Underwritten Forward Shares. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop stop, prevention or suspension order and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall become effective, or the filing of any supplement or amendment to the ProspectusProspectus shall have been transmitted to the Commission for filing, (ii) of the transmittal to the Commission for filing of any document to be filed pursuant to the 1934 Act, (iii) of the receipt of any comments from the Commission with respect to the Registration StatementStatement or the Prospectus or documents incorporated or deemed to be incorporated by reference therein, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the General Disclosure Package or the Prospectus or for additional informationinformation relating thereto, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement Statement, or such new registration statement notice objecting to its use pursuant to Rule 401(g)(2), or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or Section 8(e) of the 1933 Act concerning the Registration Statement and Statement, (vvi) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities, and (vii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will promptly effect the filings required under necessary pursuant to Rule 424(b), ) in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), ) and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order or the suspension of any such qualification and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)). If immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), any of the Securities remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and the Company shall immediately notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the registration statement relating to the Securities shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form. If at any time when Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representative, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the registration statement relating to the Securities shall include such new registration statement or post-effective amendment, as the case may be.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives immediatelyRepresentative as soon as reasonably possible, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall become effective or the filing of any amendment or supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement Statement, the filing of a new registration statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment, of such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities has become effective or the filing of any amendment or supplement or amendment to the ProspectusProspectus has been filed, (ii) of the receipt of any comments from the Commission with respect relating to the Registration StatementProspectus or the Securities, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, in each case relating to the Prospectus or the Securities, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act (including, if applicable, by filing a “Calculation of Filing Fee Table” exhibit to the Prospectus in accordance with Rule 456(b)(1)(ii) and Rule 424(g)).

Compliance with Securities Regulations and Commission Requests. The CompanyCompany and the Subsidiary Guarantors, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations Securities Act, and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission with respect to during the Registration StatementProspectus Delivery Period, (iii) 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 for additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiespurposes. The Company and the Subsidiary Guarantors will promptly effect the filings required under necessary pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), 424 and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 was were received for filing by the Commission and, in the event that it any of them was not, it will promptly file the Prospectussuch document. The Company and the Subsidiary Guarantors will make every use their reasonable effort best efforts to prevent the issuance of any stop order referred to above and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The CompanyPartnership, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A and Rule 433 and will notify the Representatives immediately, and confirm the notice in writing, of (i) when the effectiveness of Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall be declared or become effective, or when any preliminary prospectus, the Prospectus or any new registration statement relating Issuer Free Writing Prospectus or any amendment or supplement to any of the Securities or the filing of any supplement or amendment to the Prospectusforegoing shall have been filed, (ii) of the receipt of any comments from the Commission (together with respect to the Registration Statementa copy of any comment letters and any written responses thereto), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the Securitiesuse of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company Partnership becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company Partnership will make every reasonable effort to prevent the issuance of any stop order andand the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations and will notify the Representatives Representative immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall de declared or the filing of otherwise become effective, or any amendment or supplement or amendment to the ProspectusProspectus shall have been transmitted to the Commission for filing, (ii) of the transmittal to the Commission for filing of any document to be filed or furnished pursuant to the 1934 Act, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the General Disclosure Package or the Prospectus or for additional informationinformation relating thereto, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement Statement, or of any order by any Governmental Entity preventing or suspending the use of any preliminary prospectus relating to prospectus, the Securities, Statutory Prospectus or of the suspension of the qualification of the Securities for offering or sale in any jurisdictionProspectus, or of the initiation or threatening of any proceedings proceeding for any of such purposes or purpose, (vi) of any examination pursuant to Section 8(d) or Section 8(e) of the 1933 Act concerning the Registration Statement and Statement, (vvii) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities, and (viii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any stop, prevention or suspension order or notification and, if issued, to obtain the lifting thereof at the earliest possible moment. The Company will promptly effect the filings required under necessary pursuant to Rule 424(b), ) in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), ) and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible momentsuch prospectus.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b4(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430B, and will notify the Representatives Underwriters, the Forward Sellers and the Forward Purchasers immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective or any new registration statement relating amendment or supplement to the Securities or the filing of any supplement or amendment to the ProspectusProspectus shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus relating to or the SecuritiesProspectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectussuch prospectus. The Company will make every commercially reasonable effort efforts to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A and will notify the Representatives Representative immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities shall be declared or the filing of otherwise become effective, or any amendment or supplement or amendment to the ProspectusProspectus shall have been transmitted to the Commission for filing, (ii) of the transmittal to the Commission for filing of any document to be filed or furnished pursuant to the 1934 Act, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement, any preliminary prospectus, the Statutory Prospectus or the Prospectus, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the General Disclosure Package or the Prospectus or for additional informationinformation relating thereto, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement Statement, or of any order by any Governmental Entity preventing or suspending the use of any preliminary prospectus relating to prospectus, the Securities, Statutory Prospectus or of the suspension of the qualification of the Securities for offering or sale in any jurisdictionProspectus, or of the initiation or threatening of any proceedings proceeding for any of such purposes or purpose, (vi) of any examination pursuant to Section 8(d) or Section 8(e) of the 1933 Act concerning the Registration Statement and Statement, (vvii) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities, and (viii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any stop, prevention or suspension order or notification and, if issued, to obtain the lifting thereof at the earliest possible moment. The Company will promptly effect the filings required under necessary pursuant to Rule 424(b), ) in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), ) and will take such steps as it deems necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible momentsuch prospectus.

Compliance with Securities Regulations and Commission Requests. The CompanyCompany and the Guarantor, subject to Section 3(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations 430A and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement shall become effective, or any new registration statement relating to the Securities or the filing of when any supplement or amendment to the Prospectus, any amended Prospectus, or any Issuer Free Writing Prospectus or supplement or amendment thereto shall have been filed, (ii) of the receipt of any comments from the Commission with respect to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any document incorporated by reference therein or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to prospectus, of the SecuritiesProspectus or of any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securitiespurposes. The Company and the Guarantor will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by necessary pursuant to Rule 424(b) (without reliance on and Rule 424(b)(8)), 433 and will take such steps as it deems they deem necessary to ascertain promptly whether the Prospectus form of prospectus transmitted for filing under Rule 424 was 424(b) and the Final Term Sheet transmitted for filing under Rule 433 were received for filing by the Commission and, in the event that it any such document was not, it they will promptly file the Prospectussuch document. The Company and the Guarantor will make every use their reasonable effort best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at as soon as possible. The Company shall pay the earliest possible momentrequired Commission filing fees relating to the Securities within the time period required by Rule 456(b)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), Company will comply with the requirements of Rule 430B of the 1933 Act Regulations and will notify advise the Representatives immediatelypromptly, and confirm the notice such advice in writing, of (i) the effectiveness of when any post-effective amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of Prospectus or any comments from the Commission with respect to the Registration Statement, 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 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 stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection of the Commission to the Securities, or 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 Securities for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings proceeding for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement purpose; and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every use its reasonable effort best efforts to prevent the issuance of any stop such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities and, if any stop such order is issued, to will obtain as soon as possible the lifting thereof at the earliest possible momentwithdrawal thereof.

Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b4(b), will comply with the requirements of Rule 430B of the 1933 Act Regulations Securities Act, and during the Prospectus Delivery Period (as defined below) will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to the Securities or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission with respect related to the Registration StatementStatement or the Prospectus or the documents incorporated by reference therein, (iii) 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 for additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus relating to the SecuritiesPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes (including any notice or of any examination order pursuant to Section 8(e8A or Rule 401(g)(2) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the SecuritiesSecurities Act). The Company will promptly effect the filings required under necessary pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), 424 and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such document. During the Prospectus. The Prospectus Delivery Period, the Company will make every use its reasonable effort best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.