Common use of Effectiveness of Registration Statement; Rule 430A Information Clause in Contracts

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective under the 1933 Act and, at the Closing Time, 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 has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Transaction Entities’ knowledge, contemplated; and the Company has complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. (b) Opinion and Negative Assurance Letter of Counsel for Transaction Entities. At the Closing Time, the Representatives shall have received the opinion and negative assurance letter, each dated the Closing Time, of Sidley Austin LLP, counsel for the Transaction Entities, together with signed or reproduced copies of such letter for each of the other Underwriters, in the form set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request. Such counsel may rely upon the opinion of ▇▇▇▇▇▇▇ LLP as to all matters governed by the laws of the State of Maryland and may rely, to the extent such counsel deems proper, as to factual matters upon certifications of officers and other representatives of the Transaction Entities and their subsidiaries and certifications of public officials.

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective under the 1933 Act and, at the as of any Closing TimeDate, no stop order suspending the effectiveness of the Registration Statement or any post- post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Transaction Entities’ Company’s knowledge, contemplated; and the Company has and the Guarantors have complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act, without reliance on Rule 424(b)(8) under the Securities Act, or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. (b) Opinion and Negative Assurance Letter of Counsel for Transaction Entities430A under the Securities Act. At the Closing Time, the Representatives The Prospectus shall have received been filed with the opinion and negative assurance letter, each dated the Closing Time, of Sidley Austin LLP, counsel for the Transaction Entities, together with signed or reproduced copies of such letter for each of the other Underwriters, Commission in the form set forth in Exhibit A hereto manner and within the time frame required by Rule 424(b) under the Securities Act, without reliance on Rule 424(b)(8) under the Securities Act, and the Pricing Term Sheet and any other material required to such further effect as counsel to the Underwriters may reasonably request. Such counsel may rely upon the opinion of ▇▇▇▇▇▇▇ LLP as to all matters governed be filed by the laws of Company and the State of Maryland Guarantors pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission in the manner and may rely, to within the extent such counsel deems proper, as to factual matters upon certifications of officers and other representatives of time frame required by Rule 433 under the Transaction Entities and their subsidiaries and certifications of public officialsSecurities Act.

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement, including any Rule 462(b) Registration Statement, Statement has become effective under not later than 5:30 p.m., Eastern time, on the 1933 Act date of this Agreement or such later date and time as shall be consented to in writing by the Representatives, and, at each of the Closing TimeDate and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post- post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Transaction Entities’ Company’s knowledge, contemplated; and contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. A prospectus If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. (bIf the Company elects to rely upon Rule 462(b) Opinion and Negative Assurance Letter of Counsel for Transaction Entities. At under the Closing TimeSecurities Act, the Representatives Company shall have received filed a Rule 462 Registration Statement with the opinion Commission in compliance with Rule 462(b) promptly after 4:00 p.m., New York City time, on the date of this Agreement, and negative assurance letter, each dated the Closing Time, Company shall have at the time of Sidley Austin LLP, counsel filing either paid to the Commission the filing fee for the Transaction Entities, together with signed Rule 462 Registration Statement or reproduced copies given irrevocable instructions for the payment of such letter for each of fee pursuant to Rule 111(b) under the other Underwriters, in the form set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request. Such counsel may rely upon the opinion of ▇▇▇▇▇▇▇ LLP as to all matters governed by the laws of the State of Maryland and may rely, to the extent such counsel deems proper, as to factual matters upon certifications of officers and other representatives of the Transaction Entities and their subsidiaries and certifications of public officialsSecurities Act.