Common use of Incorporated Documents Clause in Contracts

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package Information and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to with the requirements of the Securities Exchange Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained did not contain an untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Exchange Act, as applicable, and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or Exchange Act, as applicable, and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents or portions of documents incorporated by reference in the Time of Sale Registration Statement, the Pricing Disclosure Package and in the Prospectus, when they became effective or were filed or are filed with the Commission, as the case may be, conformed or will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission did not and none of such documents contained an will not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Pricing Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Pricing Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Pricing Disclosure Package or in the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became become effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package Information and in the ProspectusFinal Offering Memorandum, when they became effective or were filed with the Commission, conformed or will conform, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act or of 1934, as amended, and the applicable rules and regulations of the Commission thereunder (the “Exchange Act”), as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in Information and the ProspectusFinal Offering Memorandum, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package Registration Statement and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission (except to the extent such untimely filing did not affect the Company’s eligibility to use Form S-3) and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package Registration Statement or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference and any further documents so filed and incorporated by reference prior to the completion of the distribution of the Securities, in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Disclosure Package and in the ProspectusInformation, when they such documents became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents documents, as of the date they became effective or were filed with the Commission, as the case may be, contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not not, as of the date such documents become effective or are filed with the Commission, contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference and any further documents so filed and incorporated by reference prior to the completion of the distribution of the Units, in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or such incorporated documents were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference during the Prospectus Delivery Period (as defined below) in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission (except to the extent such untimely filing did not affect the Company’s eligibility to use Form S-3) and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act. None of the documents incorporated by reference in the Registration Statement, as applicablethe Prospectus and the Pricing Disclosure Package, and when they were filed on a timely basis with the Commission and none of such documents filed, contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Disclosure Package and in the ProspectusInformation, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, during the Prospectus Delivery Period (as defined in Section 4(b)) any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in each of the Time of Sale Disclosure Package Information and in the ProspectusOffering Memorandum, when they became effective or were filed with the Securities and Exchange Commission (the “Commission”), complied as the case may be, conformed to form in all material respects to with the requirements of the Securities Act or the Exchange Act, as applicableand the rules and regulations of the Commission thereunder, and were filed on a timely basis with the Commission did not and none of such documents contained an will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package Information or in the ProspectusOffering Memorandum, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and Registration Statement or in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package Registration Statement or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents included or incorporated by reference in the Time of Sale Registration Statement, the Disclosure Package and in the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the any applicable requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and were filed on a timely basis with regulations of the Commission thereunder; and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Disclosure Package and the Final Prospectus or in the Prospectusany amendment or supplement thereto, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act. Such documents included or incorporated by reference in the Registration Statement prior to the Applicable Time, when filed with the Commission, did not, and any such documents filed after the Applicable Time, when filed with the Commission, will not not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or such incorporated documents were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference during the Prospectus Delivery Period (as defined below) in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents documents, as of the date they became effective or were filed with the Commission, as the case may be, contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and will not not, as of the date such documents become effective or are filed with the Commission, as the case may be, contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package Information and in the ProspectusFinal Offering Memorandum, when they became effective or were filed with the Commission, conformed or will conform, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act or of 1934, as amended and the applicable rules and regulations of the Commission thereunder (the “Exchange Act”), as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in Information and the ProspectusFinal Offering Memorandum, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, when at the time they became effective or were filed with the Commission, as the case may be, conformed complied in all material respects to with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and were filed on a timely basis with regulations of the Commission thereunder, and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusPackage, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale General Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission (except to the extent such untimely filing did not affect the Company’s eligibility to use Form S-3) and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale General Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the ProspectusProspectuses, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the ProspectusProspectuses, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may bebe (or, if amendments to such documents were filed, when such documents were filed), conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the ADS Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the ADS Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package Registration Statement, the Prospectus and in the Pricing Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, applicable rules and were filed on a timely basis with regulations of the Commission thereunder, and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package Registration Statement, the Prospectus or in the Pricing Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and the applicable rules and regulations of the Commission thereunder and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents documents, when read together with the other information in the Registration Statement, the Prospectus or the Pricing Disclosure Package, as the case may be, contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement prior to the Closing Date (and if any Option Shares are purchased, prior to the applicable Additional Closing Date), the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange ActAct and, and when read together with the other information in the Registration Statement, the Prospectus or the Pricing Disclosure Package, as the case may be, will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in each of the Time of Sale Disclosure Package Information and in the ProspectusOffering Memorandum, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Exchange Act or of 1934, as amended (the “Exchange Act, as applicable”), and were filed on a timely basis with the rules and regulations of the Commission thereunder, and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package Information or in the ProspectusOffering Memorandum on or prior to the Closing Date, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange ActAct and the rules and regulations of the Commission thereunder, and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act Act, the Rules and Regulations or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package on or in prior to the ProspectusClosing Date and on or prior to any Additional Closing Date, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission Commission, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale General Disclosure Package and in the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act; such documents, when they became effective or were filed with the Commission, as applicablethe case may be, on the date of the Final Prospectus and were filed on a timely basis with the Commission Closing Date, did not and none of such documents contained will not include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale General Disclosure Package and the Final Prospectus or in the Prospectusany further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Exchange Act; and any such documents when they become effective or are filed with the Commission, as the case may be, on the date of the Final Prospectus and on the Closing Date, will not contain include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in each of the Time of Sale Disclosure Package Information and in the ProspectusOffering Memorandum, when they became effective or were filed with the Securities and Exchange Commission (the “Commission, as the case may be”), conformed in all material respects to the requirements of the Securities Exchange Act or of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), as applicable, and were filed on a timely basis with the Commission and none of such documents contained included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the ProspectusOffering Memorandum, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the CommissionCommission conformed or will conform, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an did not and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which with they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in each of the Time of Sale Disclosure Package Information and in the ProspectusOffering Memorandum, when they became effective or were filed with the Securities and Exchange Commission (the “Commission”), complied as the case may be, conformed to form in all material respects to with the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents documents, in each case when filed with the Commission contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package Information or in the ProspectusOffering Memorandum, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission complied as to form in all material respects with the requirements of the Exchange Act, and none of such documents, when they were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform comply as to form in all material respects to with the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Disclosure Package and in the ProspectusInformation, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Exchange Act or of 1934, as amended (collectively with the rules and regulations of the Commission thereunder, the “Exchange Act”), as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with any information furnished to the Company by an Underwriter described in Section 6(e).

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Disclosure Package and in the ProspectusInformation, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, of 1934, as applicableamended, and were filed on a timely basis with the rules and regulation of the Commission thereunder (collectively, the “Exchange Act”) and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and during the Prospectus Delivery Period (as defined in Section 6(b)) any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents (except to the extent superseded before the Applicable Time by a document subsequently filed with the Commission) contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package Prospectus conformed, and in the Prospectusany further documents so incorporated will conform, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act or the Exchange Act, as applicable. The documents incorporated by reference in the Registration Statement and the General Disclosure Package did not, and were any further documents filed on a timely basis and incorporated by reference therein will not, when filed with the Commission and none of such documents contained Commission, contain an untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the foregoing representation and warranty is given on the basis that any further documents so filed and statement contained in a document incorporated by reference therein shall be deemed not to be contained therein if the statement has been modified or superseded by any statement in the Time of Sale Disclosure Package a subsequently filed document incorporated by reference therein or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact any amendment or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingsupplement thereto.

Incorporated Documents. The documents incorporated by reference in the Time of Sale General Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission Commission, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale General Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement or the Time of Sale Disclosure Package and in the ProspectusInformation, when they became were filed with the Commission conformed in all material respects to the requirements of the Exchange Act,; and any further documents deemed to be or, in the case of a Report on Form 6-K, designated as being incorporated by reference in the Registration Statement or the Time of Sale Information after the date of this Agreement but prior to the termination of the offering of the Securities, when such documents become effective or were are filed with the Commission, as the case may be, conformed will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis when read together with the Commission and none of such documents contained an untrue statement of a material fact other information included or omitted to state a material fact necessary to make the statements therein, incorporated in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in Registration Statement or the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and Information will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package Registration Statement, the Pricing Prospectus and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and were filed on a timely basis with regulations of the Commission thereunder, and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package Registration Statement, the Pricing Prospectus and the Prospectus or in the Prospectusany further amendment or supplement thereto, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and the rules and regulations of the Commission thereunder and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the Prospectusany amendment or supplement thereto, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents documents, in each case when filed with the Commission, contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale General Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities 1933 Act or the Exchange 1934 Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale General Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange 1934 Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any . Any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents (or portions thereof) incorporated by reference in each of the Registration Statement, Time of Sale Disclosure Package Information and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the rules and regulations of the Commission thereunder, and none of such documents (or portions thereof) contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package Information or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.. US.131466268.03

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission complied as to form in all material respects with the requirements of the Exchange Act, and none of such documents, in each case when it was filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will shall not contain an untrue statement of a material fact required to be stated therein or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Disclosure Package and in the ProspectusInformation, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Exchange Act or of 1934, as amended (collectively with the rules and regulations of the Commission thereunder, the “Exchange Act”), as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission (except to the extent such untimely filing did not affect the Company’s eligibility to use Form S-3) and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents Company’s reports filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) incorporated by reference in the Time of Sale Disclosure Package and in the ProspectusOffering Memorandum, when they became effective or were filed with the Securities and Exchange Commission (the “Commission, as the case may be, ”) conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents reports contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents reports so filed and incorporated by reference in the Time of Sale Disclosure Package or in the ProspectusOffering Memorandum, when such documents reports are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed complied in all material respects to with the requirements of the Securities Act or and the Exchange Act, as applicable, and were filed on a timely basis with the rules and regulations of the Commission thereunder, and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Securities Act and the Exchange Act, as applicable, and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the General Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), as applicable, and were filed on a timely basis with the Commission and none of such documents documents, as of the date they were filed with the Commission, as of the date hereof, at the Applicable Time and as of the Closing Date contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the General Disclosure Package or in the Prospectusany further amendment or supplement thereto, when such documents are filed with the Commission, Commission will conform in all material respects to the requirements of the Exchange ActAct and when filed, at the Applicable Time and as of the Closing Date will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Disclosure Package and in the ProspectusInformation, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Offering Memorandum and the Time of Sale Disclosure Package and in the ProspectusInformation, when they became effective or were filed with the Securities and Exchange Commission (the “Commission”), or as subsequently amended prior to the case may beTime of Sale, conformed in all material respects to the requirements of the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Offering Memorandum and the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in each of the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale General Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission (except to the extent such untimely filing did not affect the Company’s eligibility to use Form S-3) and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale General Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the CommissionCommission (or, if any amendment with respect to such document was filed, when such amendment was filed), as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents when they became effective or were filed with the Commission (or, if any amendment with respect to such document was filed, when such amendment was filed) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Pricing Disclosure Package and in or the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, applicable rules and were filed on a timely basis with regulations of the Commission thereunder, and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Pricing Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and the applicable rules and regulations of the Commission thereunder and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Disclosure Package and in the ProspectusInformation, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents are filed with the Commission, Commission will conform in all material respects to the applicable requirements of the Securities Act or the Exchange Act, and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in Registration Statement, the Prospectus, the ADR Registration Statement, the ADR Prospectus and the Pricing Disclosure Package, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package Package, prior to the Closing Date or in the ProspectusAdditional Closing Date, as the case may be, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the ADS Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, SEC conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the ADS Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the CommissionSEC, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package Registration Statement and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission (except to the extent such untimely filing did not affect the Company's eligibility to use Form S-3) and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package Registration Statement or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the applicable requirements of the Exchange Act, and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The Except with respect to Item 9.01(b) of the Current Report on Form 8-K filed by the Company on February 24, 2006, the documents incorporated by reference in the Time of Sale Disclosure Package Information and in the ProspectusFinal Offering Memorandum, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act or of 1934, as amended and the applicable rules and regulations of the Commission thereunder (the "Exchange Act"), as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in Information and the ProspectusFinal Offering Memorandum, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents filed or incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package and in the ProspectusInformation, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicableand, and were filed on a timely basis with the Commission and when read together, none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and and, when read together, will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Disclosure Package and in the ProspectusInformation, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in Information during the ProspectusProspectus Delivery Period (as defined below), when such documents are filed with the Commission, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package Information and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed complied in all material respects to with the requirements of the Securities Act or and the Exchange Act, as applicable, and were filed on a timely basis with the rules and regulations of the Commission thereunder, and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and were filed on a timely basis with regulations of the Commission thereunder, and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and the rules and regulations of the Commission thereunder and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In the past 12 calendar months, the Company has filed all documents required to be filed by it prior to the date hereof with the Commission pursuant to the reporting requirements of the Exchange Act.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, and the rules and regulations thereunder, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.. ​

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, other than Amendment No. 2 to the Form 8-K filed by the Company with the SEC on January 27, 2017, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents when they were filed (or, if amendments to such documents were filed, when such amendments were filed) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Disclosure Package and in the ProspectusInformation, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, during the Prospectus Delivery Period (as defined in Section 4(b)) any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the ProspectusOffering Memorandum, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the ProspectusOffering Memorandum, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act or of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Time of Sale Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Pricing Disclosure Package and in the Prospectus, when they became effective or were filed with the Commission, as the case may be, Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents, when such documents incorporated by reference were filed with the Commission, and when read together with the other information in the Registration Statement, the Pricing Disclosure Package or the Prospectus, contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Pricing Disclosure Package or in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange ActAct and when read together with the other information in the Registration Statement, and the Pricing Disclosure Package or the Prospectus will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Disclosure Package and in the ProspectusInformation, when they became effective or were filed with the Commission, as the case may beCommission or amended, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package or in the ProspectusInformation, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated by reference in the Time of Sale Registration Statement, the Prospectus and the Pricing Disclosure Package and in the ProspectusPackage, when they became effective or were filed with the CommissionCommission (or, as the case may beif any amendment with respect to such document was filed, when such amendment was filed), conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and were filed on a timely basis with the Commission and none of such documents contained an any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Registration Statement, the Prospectus or the Pricing Disclosure Package or in the ProspectusPackage, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, Act and will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.