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

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company, subject to Section 3(b), will comply with the requirements of Rule 415, Rule 430C and Rule 497 and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company will use its reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company, subject to Section 3(b), will comply with the requirements of Rule 415, Rule 430C 430B and Rule 497 424(b) and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of any proceeding under Section 8A of the 1933 Act, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company will use its reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430B under the Securities Act, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) when the effectiveness during the Prospectus Delivery Period (as defined in Section 3(b) hereof) of any post-effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the Preliminary Prospectus or any amended Prospectus shall have been filedthe Prospectus, (ii) of the receipt of any comments from the Commission relating to during the Registration StatementProspectus Delivery Period, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusthe Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus Preliminary Prospectus and the Prospectus transmitted for filing under Rule 497 424 under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusdocument. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company, subject to Section 3(b), will comply with the requirements of Rule 415, Rule 430C and Rule 497 and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company will use its reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b3(A)(b), will comply with the requirements of Rule 415430A, Rule 430C and Rule 497 and will promptly notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectusprospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect all filings required under Rule 424(b), in the filings necessary pursuant to manner and within the time period required by Rule 497 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company, subject Subject to Section 3(b), it will comply prepare the Prospectus in a form approved by the Representatives and file such Prospectus (pursuant to Rule 424(b) within the time prescribed under Rule 424(b) and Rule 430B), prepare a final term sheet containing solely a description of the Notes in a form approved by the Representatives and attached hereto as Annex B, and file such term sheet pursuant to Rule 433(d) under the 1933 Act and all other material required to be filed by the Company with the requirements of Commission pursuant to Rule 415, Rule 430C and Rule 497 and 433(d) under the 1933 Act within the time required by such Rule. The Company will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company It will promptly effect the filings necessary pursuant to Rule 497 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company It will use its make every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting withdrawal thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company, subject to Section 3(b), The Company will comply with the requirements of Rule 415430C under the 1933 Act, Rule 430C and Rule 497 and will notify the Representatives immediatelyUnderwriters as soon as practicable, and and, in the cases clauses (ii)-(iv) of this Section 3(a), confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusthe Prospectus, or of the suspension of the qualification of the Underwritten Securities Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to required by Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement pursuant to Section 8(d) of the 1933 Act, and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the CompanyThe Partnership, subject to Section 3(b), will comply with the requirements of Rule 415, Rule 430C 430A and Rule 497 433 and will notify the Representatives immediately, and confirm the notice in writing, (i) when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall become effective, or and when the Statutory Prospectus, any supplement to other preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendments or supplements thereto shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Statutory Prospectus, any other preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Statutory Prospectus, any other preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary , or of any examination pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form Section 8(e) of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act concerning the Registration Statement and (but v) if the Partnership becomes the subject of a proceeding under Section 8A of the 1933 Act in any event through connection with the Closing Time), offering of the Company Securities. The Partnership will use its make every reasonable efforts effort to prevent the issuance of any stop order andorder, the suspension of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issuedissued or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company, subject to Section 3(b), The Company will comply with the requirements of Rule 415430C under the 1933 Act, Rule 430C and Rule 497 and will notify the Representatives immediatelyUnderwriters as soon as practicable, and and, in the cases clauses (ii)-(iv) of this Section 3(a), confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusthe Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to required by Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement pursuant to Section 8(d) of the 1933 Act, and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the CompanyThe Fund, subject to Section 3(b3(a)(ii), will comply with the applicable requirements of Rule 415, Rule 430C and Rule 497 430A of the 1933 Act Regulations and will notify the Representatives immediatelyRepresentative as soon as practicable, and confirm the notice in writing, (iA) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus, the Preliminary Prospectus or any amended Prospectus shall have been filed, (iiB) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iiiC) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus (or any document incorporated by reference therein or otherwise deemed to be a part thereof) or for additional information, and (ivD) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusPreliminary Prospectus, or of the suspension of the qualification of the Underwritten Securities Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (E) if the Fund becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Shares. The Company Fund will promptly effect the filings necessary pursuant to under Rule 497 497, Rule 424 and Rule 433, as applicable, of the Rules and Regulations in the manner and within the time period required by Rule 497, Rule 424 and Rule 433, as applicable, of the Rules and Regulations and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company The Fund will use its make every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 415430B of the Securities Act, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) when the effectiveness during the Prospectus Delivery Period (as such term is defined herein) of any post-effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the any Preliminary Prospectus or any amended Prospectus shall have been filedthe Prospectus, (ii) of the receipt of any comments from the Commission relating to during the Registration StatementProspectus Delivery Period, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities Mortgage Bonds for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 and will take such steps as it deems necessary to ascertain promptly whether any Preliminary Prospectus and the form of prospectus Prospectus transmitted for filing under Rule 497 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusdocument. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430A, Rule 430C and Rule 497 and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusPreliminary Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings necessary pursuant to required under Rule 497 424(b) in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible momentas soon as practicable.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 415430B of the Securities Act, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) when the effectiveness during the Prospectus Delivery Period (as such term is defined herein) of any post-effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the any Preliminary Prospectus or any amended Prospectus shall have been filedthe Prospectus, (ii) of the receipt of any comments from the Commission relating to during the Registration StatementProspectus Delivery Period, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities Bonds for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 and will take such steps as it deems necessary to ascertain promptly whether any Preliminary Prospectus and the form of prospectus Prospectus transmitted for filing under Rule 497 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusdocument. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430A, Rule 430C and Rule 497 and will notify the Representatives immediately, and confirm the notice in writing, as soon as practicable (i) when any post-effective amendment to the Registration Statement shall become effective, effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectusprospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the all filings necessary pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing required under Rule 497 was received for filing by the Commission and, 424(b) in the event that it was not, it will promptly file such prospectusmanner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)). During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every commercially reasonable efforts effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible momentas soon as practicable.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyUnderwriters, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings necessary pursuant to required under Rule 497 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Company will pay any required registration fee for this offering pursuant to Rule 456(b)(1) under the 1933 Act within the time period required by such rule (without regard to the proviso therein relating to the four Business Days extension to the payment deadline) and in any event prior to the Closing Time.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through Through the Closing Time)Date, the Company, subject to Section 3(b3(a)(2), will comply with the requirements of Rule 415, Rule 430C and Rule 497 and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementStatement (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through Through the Closing Time)Date, the Company will use its reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company, subject to Section 3(b), will comply with the requirements of Rule 415, Rule 430C and Rule 497 and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of any proceeding under Section 8A of the 1933 Act, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company will use its reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating Prior to the Underwritten Securities is required first to be delivered under occur of the 1933 Act (but final Option Closing Date or the expiration of the option set forth in any event through the Closing TimeSection 2(b), the Company, subject to Section 3(b), will comply with the requirements of Rule 415430B, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings necessary pursuant to required under Rule 497 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through Through the Closing Time)Date, the Company, subject to Section 3(b3(a)(2), will comply with the requirements of Rule 415, Rule 430C and Rule 497 and will notify the Representatives Underwriter immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementStatement (and shall promptly furnish the Underwriter with a copy of any comment letters and any transcript of oral comments, and shall furnish the Underwriter with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Underwriter or counsel for the Underwriter shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through Through the Closing Time)Date, the Company will use its reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During The Company will cause the Prospectus, properly completed, and any period that supplement thereto to be filed in a prospectus relating form approved by the Representatives with the Commission pursuant to the Underwritten Securities applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. During the period when the Prospectus is required to be delivered under the 1933 Act in connection with the offer and sale of the Securities (but including in any event through circumstances where such requirement may be satisfied pursuant to Rule 172 (“Rule 172”) of the Closing Time1933 Act Regulations), the Company, subject to Section 3(b), will comply with the requirements of Rule 415, Rule 430C and Rule 497 and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company will use its commercially reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection by the Commission to the use of the Registration Statement and, if any stop order is issuedupon such issuance, occurrence or notice of objection, to obtain as soon as possible the lifting thereof at withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible momentRegistration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating Prior to the Underwritten Securities is required to be delivered under termination of the 1933 Act (but in any event through offering of the Closing Time)Securities, the Company, subject to Section 3(b), will comply with the requirements of Rule 415430A, Rule 430C and Rule 497 and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, filed or any document that would as a result thereof be incorporated by reference in the Prospectus shall have been filed and (ii) of the receipt of any comments from the Commission relating to Commission. Notwithstanding the Registration Statementforegoing, the Company will comply with the requirements of Rule 430A, and will notify the Representatives immediately, and confirm the notice in writing, (iiii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional informationinformation that relates to the Securities, the offering thereof or any information incorporated by reference in the Prospectus as of its date and (ivii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Prior to the termination of the offering of the Securities, the Company has effected filings or will promptly effect the filings necessary pursuant to Rule 497 424(b) and will take has taken such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusCommission. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b3(c), will comply with the requirements of Rule 415415 and 430C, Rule 430C and Rule 497 and will notify the Representatives Representative immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filedfiled or any Written Testing-the-Waters Communication has been delivered, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional informationinformation (including, and but not limited to, any request for information concerning any Testing-the-Waters Communication), (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus, the Prospectus or any Written Testing-the-Waters Communication, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect all filings required under Rule 497, in the filings necessary pursuant to manner and within the time period required by Rule 497 497, and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 497(c) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 415430B under the Securities Act, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) when the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the Preliminary Prospectus or any amended Prospectus shall have been filedthe Prospectus, (ii) of the receipt of any comments from the Commission relating to during the Registration StatementProspectus Delivery Period, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusthe Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus Preliminary Prospectus and the Prospectus transmitted for filing under Rule 497 424 under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusdocument. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating Prior to the Underwritten Securities is required first to be delivered under occur of the 1933 Act (but final Option Closing Date or the expiration of the option set forth in any event through the Closing TimeSection 2(b), the Company, subject to Section 3(b), will comply with the requirements of Rule 415430B, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyUnderwriter, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings necessary pursuant to required under Rule 497 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430B, Rule 430C and Rule 497 and will notify the Representatives Underwriter immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, effective upon filing thereof or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectusPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (iv) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect all filings required under Rule 424(b), in the filings necessary pursuant to manner and within the time period required by Rule 497 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the 1934 Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 415430B of the Securities Act, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyRepresentative, and confirm the notice in writing, of (i) when the effectiveness during the Prospectus Delivery Period (as such term is defined herein) of any post-effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the any Preliminary Prospectus or any amended Prospectus shall have been filedthe Prospectus, (ii) of the receipt of any comments from the Commission relating to during the Registration StatementProspectus Delivery Period, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 and will take such steps as it deems necessary to ascertain promptly whether any Preliminary Prospectus and the form of prospectus Prospectus transmitted for filing under Rule 497 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusdocument. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430A of the 1933 Act Regulations and/or Rule 434 of the 1933 Act Regulations, Rule 430C if and Rule 497 as applicable, and will notify the Representatives Representative immediately, and confirm the notice in writing, of (i) when the effectiveness of any post-effective amendment to the Registration Statement shall become effective, in connection with the offering of the Securities and transactions contemplated in this Agreement or the filing of any supplement or amendment to the Prospectus or any amended Prospectus shall have been filedin connection with the offering of the Securities and transactions contemplated in this Agreement, (ii) of the receipt of any comments from the Commission relating to in connection with the Registration Statementoffering of the Securities and transactions contemplated in this Agreement, (iii) of any request by the Commission for any amendment to the Registration Statement in connection with the offering of the Securities and transactions contemplated in this Agreement or any amendment or supplement to the Prospectus or for additional informationinformation in connection with the offering of the Securities and transactions contemplated in this Agreement, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusprospectus in connection with the offering of the Securities and transactions contemplated in this Agreement, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus Prospectus transmitted for filing under Rule 497 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusthe Prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430B of the Securities Act, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) when the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the Preliminary Prospectus or any amended Prospectus shall have been filedthe Prospectus, (ii) of the receipt of any comments from the Commission relating to during the Registration StatementProspectus Delivery Period, (iii) of any request by the Commission prior to the end of the Prospectus Delivery Period for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusthe Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 and will take such steps as it deems necessary to ascertain promptly whether each of the form of prospectus Preliminary Prospectus and the Prospectus transmitted for filing under Rule 497 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusdocument. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company, subject to Section 3(b), will comply with the requirements of Rule 415, Rule 430C 430B and Rule 497 424(b) and will notify the Representatives Representative immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of any proceeding under Section 8A of the 1933 Act, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company will use its reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430A, Rule 430C and Rule 497 and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filedfiled or any Written Testing-the-Waters Communication has been delivered, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional informationinformation (including, and but not limited to, any request for information concerning any Testing-the-Waters Communication), (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus, the Prospectus or any Written Testing-the-Waters Communication, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect all filings required under Rule 497, in the filings necessary pursuant to manner and within the time period required by Rule 497 497, and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 497(c) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430B under the Securities Act, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) when the effectiveness during the Prospectus Delivery Period (as defined in Section 3(b) hereof) of any post-effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the Preliminary Prospectus or any amended Prospectus shall have been filedthe Prospectus, (ii) of the receipt of any comments from the Commission relating to during the Registration StatementProspectus Delivery Period, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusthe Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus Preliminary Prospectus and the Prospectus transmitted for filing under Rule 497 424 under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company will use its reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.such

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 415430B under (MP) 21075/533/UA/ua.doc the Securities Act, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) when the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the any Preliminary Prospectus or any amended Prospectus shall have been filedthe Prospectus, (ii) of the receipt of any comments from the Commission relating to during the Registration StatementProspectus Delivery Period, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities Senior Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 and will take such steps as it deems necessary to ascertain promptly whether any Preliminary Prospectus and the form of prospectus Prospectus transmitted for filing under Rule 497 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusdocument. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430B, Rule 430C and Rule 497 will, until the distribution of the Securities is completed (and the Underwriters will advise the Company upon request as to the completion of the distribution of the Securities), notify the Representatives immediatelyRepresentative promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating with respect to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any preliminary prospectusprospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect all filings required under Rule 424(b), in the filings necessary pursuant to manner and within the time period required by Rule 497 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at as promptly as practicable. The Company shall pay the earliest possible momentrequired Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430A or Rule 434, Rule 430C and Rule 497 as applicable, and will notify the Representatives U.S. Representative immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement, to the ADR Registration Statement or to the Form 8-A Registration Statement shall become effective, or any supplement to the Prospectus Prospectuses or any amended Prospectus Prospectuses shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement, to the ADR Registration Statement or to the Form 8-A Registration Statement or any amendment or supplement to the Prospectus Prospectuses or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, the ADR Registration Statement or the Form 8-A Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes of which the Company is aware. The Company will promptly effect the filings necessary pursuant to Rule 497 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the CompanyThe Trust, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 415430A and, Rule 430C and Rule 497 and for a period of one year from the date hereof, will notify the Representatives Representative(s) immediately, and confirm the notice in writing, (i) when of the issuance by the Commission of any post-effective amendment order in respect of the Trust, or in respect of the Advisor which relates to the Registration Statement shall become effective, or any supplement Trust and could materially affect the ability of the Advisor to perform its respective obligations to the Prospectus or any amended Prospectus shall have been filedTrust, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post effective amendment or of any order preventing or suspending the use of any preliminary prospectusprospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or initiation, or, to the Trust’s knowledge, threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(d) or Section 8(e) of the 1933 Act concerning the Registration Statement and (iii) if the Trust becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company Trust will promptly effect all filings required under Rule 424(b), in the filings necessary pursuant to manner and within the time period required by Rule 497 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company The Trust will use its make every reasonable efforts effort to prevent the issuance of any stop order order, prevention, suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and, if any such stop order order, of suspension or revocation of registration is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430A, Rule 430C and Rule 497 and and, prior to the completion of the distribution of the Securities within the meaning of the 1933 Act, will notify the Representatives immediatelypromptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating with respect to the Registration StatementStatement or the Prospectus, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional informationinformation relating to the Registration Statement or the Prospectus, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectusprospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement, and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect all filings required under Rule 424(b) with respect to the filings necessary pursuant to distribution of the Securities within the meaning of the 1933 Act, in the manner and within the time period required by Rule 497 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible practicable moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating Prior to the Underwritten Securities is required to be delivered under termination of the 1933 Act (but in any event through offering of the Closing Time)Securities, the Company, subject to Section 3(b), will comply with the requirements of Rule 415430A, Rule 430C and Rule 497 and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, filed or any document that would as a result thereof be incorporated by reference in the Prospectus shall have been filed and (ii) of the receipt of any comments from the Commission relating to Commission. Notwithstanding the Registration Statementforegoing, the Company will comply with the requirements of Rule 430A, and will notify the Representatives immediately, and confirm the notice in writing, (iiii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement supple- ment to the Prospectus or for additional informationinformation that relates to the Securities, the offering thereof or any information incorporated by reference in the Prospectus as of its date and (ivii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Prior to the termination of the offering of the Securities, the Company has effected filings or will promptly effect the filings necessary pursuant to Rule 497 424(b) and will take has taken such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusCommission. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b)) hereof, will comply with the requirements of Rule 415430B under the Securities Act, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyRepresentatives, and confirm the notice in writing, of (i) when the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the any Preliminary Prospectus or any amended Prospectus shall have been filedthe Prospectus, (ii) of the receipt of any comments from the Commission relating to during the Registration StatementProspectus Delivery Period, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities Mortgage Bonds for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 and will take such steps as it deems necessary to ascertain promptly whether any Preliminary Prospectus and the form of prospectus Prospectus transmitted for filing under Rule 497 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusdocument. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430B, Rule 430C and Rule 497 and will notify the Representatives Underwriters immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, effective upon filing thereof or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectusPreliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (iv) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect all filings required under Rule 424(b), in the filings necessary pursuant to manner and within the time period required by Rule 497 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the 1934 Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements notify [name of Rule 415, Rule 430C and Rule 497 and will notify the Representatives underwriter] immediately, and confirm the notice in writing, of (i) when the effectiveness of any post-post- effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the Prospectus relating to the Underwritten Securities or any amended Prospectus shall have been filedeffective prior to completion of the distribution of the Underwritten Securities, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusPreliminary Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 of the 1933 Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus Prospectus transmitted for filing under Rule 497 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusthe Prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the CompanyThe Fund, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 415430A and, Rule 430C and Rule 497 and for a period of one year from the date hereof, will notify the Representatives Representative(s) immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, (iii) of any request issuance by the Commission for of any amendment order in respect of the Fund, or in respect of the Adviser which relates to the Registration Statement or any amendment or supplement Fund and could materially affect the ability of the Adviser to perform its respective obligations to the Prospectus or for additional informationFund, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectusprospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or initiation, or, to the Fund’s knowledge, threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(d) or Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Fund becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company Fund will promptly effect all filings required under Rule 424(b), in the filings necessary pursuant to manner and within the time period required by Rule 497 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company The Fund will use its make every reasonable efforts effort to prevent the issuance of any stop order order, prevention, suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and, if any such stop order order, of suspension or revocation of registration is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to The Company will effect all filings with the Underwritten Securities is Commission and the Reviewing Authority in the manner and within the applicable time periods required to be delivered under the 1933 Act (but in any event through the Closing Time)Regulations and by section 4.3 of Companion Policy 71-101CP, the respectively. The Company, subject to Section 3(b), will comply with the requirements of Rule 415, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyXxxxxxx Xxxxx, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to or the Registration StatementReviewing Authority, (iii) of any request by the Commission or the Reviewing Authority for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectusprospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings necessary pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company will use its make every reasonable efforts effort to prevent the issuance of any stop order order, prevention or suspension and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to The Company and the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the CompanyGuarantor, subject to Section 3(b), will comply with the requirements of Rule 415, Rule 430C and Rule 497 and will promptly notify the Representatives immediately, and confirm the notice in writing, of (i) when the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the Preliminary Prospectus or any amended Prospectus shall have been filedthe Prospectus, (ii) of the receipt of any comments from the Commission relating with respect to the Registration StatementStatement or the Prospectus (or any document incorporated by reference therein) during the Prospectus Delivery Period, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusthe Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Each of the Company and the Guarantor will promptly effect the filings necessary pursuant to Rule 497 424 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus Preliminary Prospectus and the Prospectus transmitted for filing under Rule 497 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusdocument. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), Each of the Company and the Guarantor will use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430B of the Securities Act, Rule 430C and Rule 497 and will promptly notify the Representatives immediatelyRepresentatives, each Forward Purchaser and each Forward Seller, and confirm the notice in writing, of (i) when the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement shall become effective, or the filing of any supplement or amendment to the Preliminary Prospectus or any amended Prospectus shall have been filedthe Prospectus, (ii) of the receipt of any comments from the Commission relating to during the Registration StatementProspectus Delivery Period, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectusthe Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Underwritten Securities Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 of the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus Preliminary Prospectus and the Prospectus transmitted for filing under Rule 497 424 of the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusdocument. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities Shares is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company, subject to Section 3(b), will comply with the requirements of Rule 415, Rule 430C and Rule 497 and will notify the Representatives Representative immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities Shares is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company will use its reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement pursuant to Section 8(d) of the 1933 Act and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b), will comply with the requirements of Rule 415430A of the 1933 Act Regulations and/or Rule 434 of the 1933 Act Regulations, Rule 430C if and Rule 497 as applicable, and will notify the Representatives immediately, and confirm the notice in writing, of (i) when the effectiveness of any post-effective amendment to the Registration Statement shall become effective, relating to the Securities or the filing of any supplement or amendment to the Prospectus or any amended Prospectus shall have been filedProspectus, (ii) of the receipt of any comments from the Commission on the Registration Statement relating to the Registration StatementSecurities or to the Prospectus, (iii) of any request by the Commission for any amendment to the Registration Statement relating to the Securities or any amendment or supplement to the Prospectus or for additional informationinformation relating to the Securities, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement relating to the Securities or of any order preventing or suspending the use of any preliminary prospectusprospectus relating to the Securities, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 497 424 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus Prospectus transmitted for filing under Rule 497 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company will use its reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.the

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 415430A, Rule 430C and Rule 497 and will notify the Representatives Underwriters immediately, and confirm the notice in writing, (ia) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (iib) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iiic) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (ivd) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement and (e) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Company will promptly effect the filings necessary pursuant to required under Rule 497 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company, subject to Section 3(b)3(a)(ii) hereof, will comply with the requirements of Rule 415430A, Rule 430C and Rule 497 and will notify the International Representatives immediately, and confirm the notice in writing, immediately (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will promptly effect the filings necessary pursuant to required under Rule 497 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the The Company will use its make every reasonable efforts effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible practicable moment.

Compliance with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the CompanyThe Offerors, subject to Section 3(b)5(ii) hereof, will comply with the requirements of Rule 415, Rule 430C and Rule 497 430B and will notify the Representatives Underwriters immediately, and confirm the notice in writingwriting if requested by the Underwriters, upon the occurrence of any of the following events after the date hereof and prior to completion of the distribution of the Trust Preferred Securities, (i) when any post-effective amendment to the Registration Statement shall become effective, or any amendment or supplement to the Prospectus or any amended Prospectus preliminary prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration StatementCommission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Prospectus or any preliminary prospectus, or of the suspension of the qualification of the Underwritten Trust Preferred Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company Offerors will promptly effect the filings necessary pursuant to Rule 497 424(b) and will take such steps as it deems they deem necessary to ascertain promptly whether the form of prospectus relating to the Trust Preferred Securities transmitted for filing under Rule 497 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Underwritten Securities is required to be delivered under the 1933 Act (but in any event through the Closing Time), the Company The Offerors will use its reasonable their best efforts to prevent the issuance of any stop order order, or any notice objecting to the use of the Registration Statement, and, if any stop order or notice is issued, to obtain the lifting thereof at the earliest possible moment.