Common use of Effectiveness of Registration Statement, etc Clause in Contracts

Effectiveness of Registration Statement, etc. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the Commission under the 1933 Act. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness), each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) have been filed with the Commission pursuant to Rule 424 (without reliance, in the case of the Prospectus, on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Act Regulations or, in the case of the Prospectus, a post-effective amendment to the Registration Statement that includes the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the Commission under the 1933 Act. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-post- effective amendment thereto at the time of the related effectiveness), each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) have been filed with the Commission pursuant to Rule 424 (without reliance, in the case of the Prospectus, on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Act Regulations or, in the case of the Prospectus, a post-effective amendment to the Registration Statement that includes the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the The Registration Statement was filed by the Company with the Commission and any post-effective amendment thereto has been declared effective by not earlier than three years prior to the Commission under the 1933 Actdate hereof. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness)prospectus, each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) shall have been filed with the Commission pursuant to as required by Rule 424 424(b) (without reliance, in the case of the Prospectus, reliance on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Securities Act Regulations orRegulations. If the Company has elected to rely on Rule 462(b), in the case of the Prospectus, a post-effective amendment to the Rule 462(b) Registration Statement that includes shall have become effective by 10:00 p.m., New York City time, on the Rule 430A Information has been filed withdate of this Agreement. At the Closing Time, and declared effective by, the Commission in accordance with the requirements of Rule 430A. No no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has shall have been issued under the 1933 ActSecurities Act or proceedings therefor initiated or threatened by the Commission, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the The Registration Statement was filed by the Company with the Commission and any post-effective amendment thereto has been declared effective by not earlier than three years prior to the Commission under the 1933 Actdate hereof. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness)prospectus, each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) shall have been filed with the Commission pursuant to as required by Rule 424 424(b) (without reliance, in the case of the Prospectus, reliance on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Securities Act Regulations orRegulations. If the Company has elected to rely on Rule 462(b), in the case of the Prospectus, a post-effective amendment to the Rule 462(b) Registration Statement that includes shall have become effective by 10:00 p.m., New York City time, on the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements date of Rule 430A. this Agreement. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has shall have been issued under the 1933 ActSecurities Act or proceedings therefor initiated or threatened by the Commission, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g) has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the Commission under the 1933 Act. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness), each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) have been filed with the Commission pursuant to Rule 424 (without reliance, in the case of the Prospectus, on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Act Regulations or, in the case of the Prospectus, a post-post- effective amendment to the Registration Statement that includes the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the Commission under the 1933 Act. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness), each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) have been filed with the Commission pursuant to Rule 424 424(b) (without reliance, in the case of the Prospectus, on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Act Regulations or, in the case of the Prospectus, a post-effective amendment to the Registration Statement that includes the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the The Registration Statement was filed by the Company with the Commission not earlier than three years prior to the date hereof and any post-effective amendment thereto has been was declared effective by the Commission under the 1933 ActCommission. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness)prospectus, each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) have been filed with the Commission pursuant to as required by Rule 424 424(b) (without reliance, in the case of the Prospectus, reliance on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Securities Act Regulations or, in the case of the Prospectus, a post-effective amendment to the Registration Statement that includes the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. regulations. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Securities Act, no 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 has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the The Registration Statement was filed by the Company with the Commission and any post-effective amendment thereto has been declared effective by not earlier than three years prior to the Commission under the 1933 Actdate hereof. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness)prospectus, each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) shall have been filed with the Commission pursuant to as required by Rule 424 424(b) (without reliance, in the case of the Prospectus, reliance on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Securities Act Regulations orRegulations. If the Company has elected to rely on Rule 462(b), in the case of the Prospectus, a post-effective amendment to the Rule 462(b) Registration Statement that includes shall have become effective by 10:00 p.m., New York City time, on the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements date of Rule 430A. this Agreement. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has shall have been issued under the 1933 ActSecurities Act or proceedings therefor initiated or threatened by the Commission, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the Commission under the 1933 Act. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness), each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) have been filed with the Commission pursuant to Rule 424 (without reliance, in the case of the Prospectus, on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Act Regulations or, in the case of the Prospectus, a post-effective amendment to the Registration Statement that includes the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s 's knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the The Registration Statement was filed by the Company with the Commission and any post-effective amendment thereto has been was declared effective by not earlier than three years prior to the Commission under the 1933 Actdate hereof. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness)prospectus, each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) shall have been filed with the Commission pursuant to as required by Rule 424 424(b) (without reliance, in the case of the Prospectus, reliance on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Securities Act Regulations orRegulations. If the Company has elected to rely on Rule 462(b), in the case of the Prospectus, a post-effective amendment to the Rule 462(b) Registration Statement that includes shall have become effective by 10:00 p.m., New York City time, on the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements date of Rule 430A. this Agreement. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has shall have been issued under the 1933 ActSecurities Act or proceedings therefor initiated or threatened by the Commission, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the Commission under the 1933 Act. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness), each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) have been filed with the 19 Commission pursuant to Rule 424 (without reliance, in the case of the Prospectus, on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Act Regulations or, in the case of the Prospectus, a post-effective amendment to the Registration Statement that includes the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s 's knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the The Registration Statement was filed by the Company with the Commission and any post-effective amendment thereto has been declared effective by not earlier than three years prior to the Commission under the 1933 Actdate hereof. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness)prospectus, each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) shall have been filed with the Commission pursuant to as required by Rule 424 424(b) (without reliance, in the case of the Prospectus, reliance on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Securities Act Regulations orRegulations. If the Company has elected to rely on Rule 462(b), in the case of the Prospectus, a post-effective amendment to the Rule 462(b) Registration Statement that includes shall have become effective by 10:00 p.m., New York City time, on the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements date of Rule 430A. this Agreement. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has shall have been issued under the 1933 ActSecurities Act or proceedings therefor initiated or threatened by the Commission, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the Commission under the 1933 Act. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-post- effective amendment thereto at the time of the related effectiveness), each Issuer Free Writing Prospectus and the Prospectus (which contains the Rule 430A Information) have been filed with the Commission pursuant to Rule 424 424(b) (without reliance, in the case of the Prospectus, on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Act Regulations or, in the case of the Prospectus, a post-effective amendment to the Registration Statement that includes the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Effectiveness of Registration Statement, etc. Each of the The Registration Statement and any post-effective amendment thereto has been declared effective was filed by the Company with the Commission under and became effective upon filing in accordance with Rule 462(e) not earlier than three years prior to the 1933 Actdate hereof. Each preliminary prospectus (to the extent not included in the Registration Statement or any post-effective amendment thereto at the time of the related effectiveness)prospectus, each Issuer Free Writing Prospectus (if required to be filed) and the Prospectus (which contains the Rule 430A Information) shall have been filed with the Commission pursuant to as required by Rule 424 424(b) (without reliance, in the case of the Prospectus, reliance on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the 1933 Securities Act Regulations or, in the case of the Prospectus, a post-effective amendment to the Registration Statement that includes the Rule 430A Information has been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. Regulations. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has shall have been issued under the 1933 ActSecurities Act or proceedings therefor initiated or threatened by the Commission, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.