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 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 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 & ▇▇▇▇▇▇ 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 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 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 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 & S▇▇▇▇▇ LLP.

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 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 Company’s knowledge, contemplated; and the Company has complied, to the Commission’s satisfaction, and any 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 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 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 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 the Closing Time no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have been issued under the 1933 Act Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have 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 shall have 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 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 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, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings under Section 8A of the 1933 Act for any of those purposes have been instituted or proceedings therefor initiated 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 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 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 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 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 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, 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, 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 are pending or, to the Company’s knowledge, threatened by the Commission, ; 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 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, 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, 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 was declared effective under the Act on May 22, including any 2008; the Preliminary Prospectus and the Prospectus have been filed with the Commission pursuant to Rule 462(b424(b) Registration Statementin a manner and within the time period required by Rule 424(b); and, has become effective and at Closing Time to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement shall have has been issued under the 1933 Act and no proceeding for that purpose has been instituted or proceedings therefor initiated is 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.

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 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 Company’s knowledge, contemplated; and the Company has complied, to the Commission’s satisfaction, and any 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 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, 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 or threatened by the Commission, and for any request on the part of the Commission for additional information shall those purposes have been complied with instituted or are pending or, 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 497Company’s knowledge, contemplated.

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 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, 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 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 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, 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, 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, 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 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 and Co-Agents.

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 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 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 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 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 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 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, 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 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, 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, 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 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 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 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.the

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 StatementStatement became effective under the Act upon its filing with the Commission on November 8, including any Rule 462(b) Registration Statement2017; 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, 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, 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 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 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, 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, 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, --------------------------------------- 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, 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, 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 and at Closing 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 Company’s knowledge, contemplated; and the Company has complied, to the Commission’s satisfaction, and any 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 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 Information shall have been filed with the Commission in accordance with Rule 497.430A

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, 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 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 StatementStatement was declared effective under the 1933 Act on [ ], including any Rule 462(b) Registration Statement2006; 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 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 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 and no proceedings therefor shall have been initiated or 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 UnderwritersUnderwriter. A final prospectus The Prospectus containing the Rule 430C Information information relating to the description of the Securities, including 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 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 with respect to the Registration Statement, the Prospectus or the Securities 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 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 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.reasonable

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, Statement has become effective and at Closing 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 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, 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 or, to the knowledge of the Company, 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 (and at each Option Securities Closing Time, if applicable) no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or and, to the best knowledge of the Company, no proceedings therefor for that purpose shall have been 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 497with.

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, 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 497Purchasing Agent.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, --------------------------------------- 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 and no proceedings for that purpose shall have been instituted or proceedings therefor initiated shall be pending or, to your knowledge or threatened the knowledge of the Company, shall be contemplated 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 for 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 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, 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, 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 Statement, including any Rule 462(b) Registration 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 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, 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.U.S.

Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become been declared 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 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 497with.

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 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, has become Statement is effective and at the Closing Time Date (or the applicable Option Closing Date, as the case may be) no stop order suspending the effectiveness of the 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 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 containing the Rule 430C Information The Prospectus as supplemented 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 Statement 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 Underwriters. A final prospectus containing the Rule 430C Information shall have been filed with the Commission in accordance with Rule 497.