Common use of COMPLIANCE WITH THE ACT Clause in Contracts

COMPLIANCE WITH THE ACT. The Registration Statement has been prepared and filed by the Company in conformity with the Act and the applicable instructions and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with the Registration Statement or any amendments thereto. At the time the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendment thereto becomes effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Act and the Regulations and will in all respects conform to the requirements of the Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any 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 each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the Act and Regulations and did not contain an 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 light of the circumstances under which they were made, not misleading.

COMPLIANCE WITH THE ACT. The Registration Statement has been prepared and filed by the Company in conformity with the Act and Commission not earlier than three years prior to the applicable instructions and Regulations. The Commission has not issued any date hereof; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any prospectus Permitted Free Writing Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or preliminary prospectus filed with pursuant to Section 8A of the Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; the Registration Statement or any amendments thereto. At complied when it initially became effective, complies as of the time the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendment thereto becomes effective and at all times subsequent thereto up to the Termination Date (date hereof and, as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as then amended or supplemented, as supplemented) of each other Representation Date will contain all statements which are required to be stated therein in accordance with the Act and the Regulations and will comply, in all respects conform to material respects, with the requirements of the Act Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the Regulationsoffering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will not include any untrue statement comply, as then amended or supplemented, as of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereineach Representation Date, in all material respects, with the light requirements of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of Act; the Registration Statement did not, as originally filed of the time of its initial effectiveness, and does not or will not, as part then amended or supplemented, as of any amendment theretoeach Representation Date, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the Act and Regulations and did 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 not misleading; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, 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.; provided, however, that the Company makes no representation or warranty with respect to any statement in or omission from the Registration

COMPLIANCE WITH THE ACT. The Registration Statement has been prepared and filed by the Company in conformity with the Act and the applicable instructions and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with the Registration Statement or any amendments thereto. At the time the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendment amendments thereto becomes become effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Act and the Regulations and will in all respects conform to the requirements of the Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any 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 each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the Act and Regulations and did not contain an 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 light of the circumstances under which they were made, not misleading.