Common use of Effectiveness of Registration Statement Clause in Contracts

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and and, at the Closing Time Time, no stop order suspending the effectiveness of the Registration Statement shall have or any post-effective amendment thereto has been issued under the 1933 Act Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings therefor initiated for any of those purposes have been instituted or threatened by are pending or, to the CommissionCompany’s knowledge, contemplated; and any the Company has complied with each request on the part of (if any) from the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497information.

Effectiveness of Registration Statement. The Registration StatementStatement shall have become effective, including any Rule 462(b) Registration Statementand, has become effective at each of the Closing Date and at the Option Closing Time Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under and no proceedings for the 1933 Act purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened contemplated by the Commission, Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Winston & Xxxxxx LLP.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and under the 1933 Act upon filing with the Commission and, at the Closing Time Time, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C 430B Information shall have been filed with the Commission in accordance with Rule 497424(b) without reliance on Rule 424(b)(8).

Effectiveness of Registration Statement. The Registration Statement, Statement (including any Rule 462(b) Registration Statement, ) has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agents.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become Statement shall remain effective under the Securities Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Securities Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing Underwriters and the Rule 430C Information Company shall not have been filed with received from the Commission in accordance with any notice pursuant to Rule 497401(g)(2) objecting to use of the automatic shelf registration statement form.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration StatementStatement was declared effective under the Securities Act as of the date and time specified in such opinion, including any and the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 462(b424(b) Registration Statementof the Rules and Regulations specified in such opinion on the date specified therein. To the knowledge of such counsel, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have has been issued under the 1933 Act and no proceeding or proceedings therefor initiated examination for such purpose has been instituted or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor or pursuant to Section 8A of the 1933 Act initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C 430B Information shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration StatementStatement shall have become effective, including any Rule 462(b) Registration Statementand, has become effective at each of the Closing Date and at the Option Closing Time Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under and no proceedings for the 1933 Act purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened contemplated by the Commission, Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Winston & Sxxxxx LLP.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C 430B Information shall have been filed with the Commission in accordance with Rule 497424(b) without reliance on Rule 424(b)(8).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has shall have become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been timely filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated initiated, pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information Prospectus Supplement shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and under the 1933 Act and, at the Closing Time Time, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, Statement (including any Rule 462(b) Registration Statement, ) has become effective under the 1933 Act and at Closing Time the 1934 Act, as applicable, and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act Act, and no proceedings for such purpose shall have been instituted or proceedings therefor initiated or shall be pending or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Dealer(s).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C 430A Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration StatementStatement has been declared effective on the date of this Agreement, including any Rule 462(b) Registration Statementand, has become effective at each of the Closing Date and at the Option Closing Time Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for such purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened contemplated by the Commission, Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Xxxxx & Xxxxxxx LLP, counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Underwriters ("D&G").

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor or pursuant to Section 8A of the 1933 Act initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C 430B Information shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agent.

Effectiveness of Registration Statement. The Registration StatementStatement became effective under the Act upon filing with the Commission on May 26, including any Rule 462(b) Registration Statement2010; to the knowledge of such counsel, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall has been issued and no proceedings for that purpose have been issued under the 1933 Act or proceedings therefor initiated instituted or threatened by the Commission, ; and any request on the part required filing of the Commission for additional information shall have Preliminary Prospectus pursuant to Rule 424(b) has been complied with to made in the reasonable satisfaction of counsel to manner and within the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497time period required by such Rule.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have supplement has been filed with the Commission in accordance with and within the time period required by Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor or pursuant to Section 8A of the 1933 Act initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor or pursuant to Section 8(A) of the Securities Act initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C 430B Information shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor or pursuant to Section 8(A) of the 1933 Act initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C 430B Information shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time Time, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersUnderwriter. A final prospectus containing information relating to the Rule 430C Information description of the Securities, the specific method of distribution and similar matters shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Final Prospectus shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Initial Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with the manner and within the time period required by Rule 497424(b) (without reliance on Rule 424(b)(8)).

Effectiveness of Registration Statement. The Registration Statement, Statement --------------------------------------- (including any Rule 462(b) Registration Statement, ) has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agents.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated be in effect and pending, or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C 430A Information shall have been filed with the Commission in accordance with Rule 497424(b) (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with Rule 497424(b) or, if the Company has elected to rely upon Rule 434, a Term Sheet shall have been filed with the Commission in accordance with Rule 424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersUnderwriter. A final prospectus containing the Rule 430C Information shall have been timely filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration StatementStatement was declared effective under the Securities Act on [ ], including any Rule 462(b) Registration Statement2005; to the knowledge of such counsel, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall or the Rule 462(b) Registration Statement has been issued and no proceedings for that purpose have been issued under the 1933 Act or proceedings therefor initiated instituted or threatened by the Commission, ; and any request on the part required filing of the Commission for additional information shall have Prospectus pursuant to Rule 424(b) has been complied with to made in the reasonable satisfaction of counsel to manner and within the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497time period required by such Rule.

Effectiveness of Registration Statement. The Registration Statement, Statement (including any Rule 462(b) Registration Statement, ) has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agent.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective under the Securities Act upon filing with the Commission and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C 430B Information shall have been filed with the Commission in accordance with Rule 497424(b) without reliance on Rule 424(b)(8).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose or proceedings therefor initiated pursuant to Section 8A of the 1933 Act against either of the Principal Entities or related to the offering of the Notes shall have been instituted or shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agents.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become Statement shall remain effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, Statement (including any Rule 462(b) Registration Statement and any Rule 429 Registration Statement, if applicable) has become effective under the 1933 Act and at Closing Time the 1934 Act, as applicable, and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act Act, and no proceedings for such purpose shall have been instituted or proceedings therefor initiated or shall be pending or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Dealer(s).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, --------------------------------------- Statement (including any Rule 462(b) Registration Statement, ) has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agents.

Effectiveness of Registration Statement. The Registration Statement, including any post-effective amendment thereto as well as any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, Statement (including any Rule 462(bpost-effective amendments or further registration statements filed by the Company for the purpose of registering additional Notes in connection with this Agreement) Registration Statement, has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agents.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.Act

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with Rule 497424(b) or, if the Offerors have elected to rely upon Rule 434, a Term Sheet shall have been filed with the Commission in accordance with Rule 424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose or proceedings therefor initiated pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Notes shall have been instituted or shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agents.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has shall have become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersUnderwriter. A final prospectus containing the Rule 430C Information shall have been timely filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration StatementStatement has been declared effective on the date of this Agreement and, including any Rule 462(b) Registration Statementat each of the Closing Date and the Option Closing Date, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for such purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened contemplated by the Commission, Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Xxxxxxxx Xxxxxx & Xxxxxx, counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.the

Effectiveness of Registration Statement. The Registration StatementStatement was declared effective under the Securities Act on [ ], including any Rule 462(b) Registration Statement2004; to the knowledge of such counsel, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall or the Rule 462(b) Registration Statement has been issued and no proceedings for that purpose have been issued under the 1933 Act or proceedings therefor initiated instituted or threatened by the Commission, ; and any request on the part required filing of the Commission for additional information shall have Prospectus pursuant to Rule 424(b) has been complied with to made in the reasonable satisfaction of counsel to manner and within the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497time period required by such Rule.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has Statement shall have become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time Time, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing information relating to the Rule 430C Information description of the Securities, the specific method of distribution and similar matters shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Underwriter.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.satisfaction

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor therefore initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the in accordance with Rule 430C Information 424(b) shall have been filed with the Commission in accordance with Rule 497and declared effective.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at the Closing Time and at any relevant Date of Delivery, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final Any prospectus containing the required to be filed in accordance with Rule 430C Information 424(b) shall have been filed with the Commission in accordance with Rule 497Commission.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective effective, and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus Prospectus Supplement containing information relating to the Rule 430C Information description of the Securities, the specific method of distribution and similar matters shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.for

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the 14 ______________________________________________________________________________________________________________ Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersUnderwriter. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersUnderwriter. A final prospectus containing information relating to the Rule 430C Information description of the Securities, the specific method of distribution and similar matters shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and and, at Closing Time Time, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersMerrill Lynch. A final prospectus, together with a prospectus containing the Rule 430C Information shall have been supplement shaxx xxxx xxxx filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.information relating to the

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at each Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Placement Agent.

Effectiveness of Registration Statement. The Registration Statement, Statement (including any Rule 462(b) Registration Statement, has become ) is effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agents.

Effectiveness of Registration Statement. The Registration StatementStatement was declared effective under the Securities Act on , including any Rule 462(b) Registration Statement2005; to the knowledge of such counsel, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall [or the Rule 462(b) Registration Statement] has been issued and no proceedings for that purpose have been issued under the 1933 Act or proceedings therefor initiated instituted or threatened by the Commission, ; and any request on the part required filing of the Commission for additional information shall have Prospectus pursuant to Rule 424(b) has been complied with to made in the reasonable satisfaction of counsel to manner and within the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497time period required by such Rule.

Effectiveness of Registration Statement. The Registration StatementStatement has been declared effective on the date of this Agreement and, including any Rule 462(b) Registration Statementat each of the Closing Date and the Option Closing Date, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under and no proceedings for such purpose shall have been instituted or shall be pending or, to the 1933 Act or proceedings therefor initiated or threatened knowledge of the Company, contemplated by the Commission, Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Atlas Xxxxxxxx, P.A., counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has shall have become effective not later than 5:30P.M. on the date hereof and at Closing Time no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Fortis.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.on

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing information relating to the Rule 430C Information description of the CRESTS Units, the specific method of distribution and similar matters shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, if any, has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become Statement is effective and at Closing Time Time, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersPlacement Agent. A final prospectus containing the Rule 430C Information The Prospectus Supplement shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersXxxxxxx Xxxxx. A final prospectus, together with a prospectus containing the Rule 430C Information supplement shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become shall remain effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at the Closing Time Time, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with Rule 497.424(b). 12 __________________________________________________________

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with the Commission in accordance with Rule 497.424(b). (b)

Effectiveness of Registration Statement. The Registration Statement, --------------------------------------- Statement (including any Rule 462(b) Registration Statement, ) has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497with.

Effectiveness of Registration Statement. The Registration Statement, Statement (including any Rule 462(b) Registration Statement, has become ) shall be effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agents.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing relating to the Rule 430C Information Securities shall have been timely filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, Statement (including any Rule 462(b) 462b Registration Statement, ) has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agents.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, --------------------------------------- Statement has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information The Prospectus shall have been filed with with, or transmitted for filing to, the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersUnderwriter. A final prospectus containing the Rule 430C Information shall have supplement has been filed with the Commission in accordance with and within the time period required by Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become is effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersPlacement Agent. A final prospectus containing the Rule 430C Information supplement shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497424(b) (or a post-effective amendment providing such information shall have been filed and declared effective).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.containing

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersPlacement Agent. A final prospectus containing the Rule 430C 430A Information shall have been filed with the Commission in accordance with Rule 497.424(b) (or

Effectiveness of Registration Statement. The --------------------------------------- Registration Statement, Statement (including any Rule 462(b) Registration Statement, ) has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497Agents.

Effectiveness of Registration Statement. The Registration StatementStatement became effective under the Act upon its filing with the Commission on October 2, including any Rule 462(b) Registration Statement2020; to the knowledge of such counsel, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall has been issued and no proceedings for that purpose have been issued under the 1933 Act or proceedings therefor initiated instituted or threatened by the Commission, ; and any request on the part required filing of the Commission for additional information shall have Final Prospectus pursuant to Rule 424(b) has been complied with to made in the reasonable satisfaction of counsel to manner and within the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497time period required by such rule.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or proceedings therefor initiated be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.the

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus Final Supplemented Prospectus containing information relating to the Rule 430C Information description of the Securities, the specific method of distribution and similar matters shall have been filed with the Commission in accordance with Rule 497424(b)(2).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has Statement shall have become effective and at or prior to the Remarketing Commencement Date. At Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersRemarketing Agents. A final prospectus containing the Rule 430C Information The Remarketing Prospectus shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersInternational Managers. A final prospectus containing the Rule 430C 430A Information shall have been filed with the Commission in accordance with Rule 497.424(b) 17

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.additional

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time as of the date hereof no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersAgents. A final prospectus containing If the Company has elected to rely upon Rule 430C Information 434, a Term Sheet shall have been filed with the Commission in accordance with Rule 497424(b).

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the UnderwritersDealer Managers. A final prospectus containing with respect to the Rule 430C Information Rights Offering shall have been filed with the Commission in accordance with Rule 497.