Common use of Representations, Warranties and Agreements of the Transaction Entities Clause in Contracts

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 (No. 333-22211), and any amendments thereto, with respect to the Shares have (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statements and any amendments thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in each such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of such registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Any reference herein to the Registration Statement, the Prospectus or a Preliminary Prospectus shall be deemed to include the documents incorporated or deemed to be incorporated by reference therein which were filed under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX").

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 S-11 (No. 333-2221150311), and any amendments thereto, with respect to the Shares have has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") and the rules and regulations (the "Rules and RegulationsRULES AND REGULATIONS") of the United States Securities and Exchange Commission (the "CommissionCOMMISSION") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statements statement and any amendments thereto have been delivered by the Company to youyou as the Underwriters. As used in this Agreement, "Effective TimeEFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective DateEFFECTIVE DATE" means the date of the Effective Time; "Preliminary ProspectusPRELIMINARY PROSPECTUS" means each prospectus included in each such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives Underwriters pursuant to Rule 424(a) of the Rules and Regulations; "Registration StatementREGISTRATION STATEMENT" means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of such the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and "ProspectusPROSPECTUS" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Any reference herein registration statement (including any amendment or supplement thereto or information which is deemed to be a part thereof) filed by the Company to register additional Series A Preferred Shares under Rule 462(b) of the Rules and Regulations ("RULE 462(B) REGISTRATION STATEMENT") shall be deemed a part of the Registration Statement. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the Company will have complied or will comply with the requirements of Rule 111 under the Securities Act relating to the payment of filing fees therefor. The Company has not distributed, and prior to the later of the Closing Date and the completion of the distribution of the Shares, will not distribute, any offering material in connection with the offering or sale of the Shares other than the Registration Statement, the Preliminary Prospectus (as hereinafter defined), the Prospectus or a Preliminary Prospectus shall be deemed to include any other materials, if any, permitted by the documents incorporated or deemed to be incorporated by reference therein Securities Act (which were filed under disclosed to the Securities Underwriters and Exchange Act of 1934, as amended (the "Exchange Act"Underwriters' counsel). For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX").

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 S-11 (No. 333-2221150309), and any amendments thereto, with respect to the Shares have has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") and the rules and regulations (the "Rules and RegulationsRULES AND REGULATIONS") of the United States Securities and Exchange Commission (the "CommissionCOMMISSION") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statements statement and any amendments thereto have been delivered by the Company to youyou as the Representatives of the Underwriters. As used in this Agreement, "Effective TimeEFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective DateEFFECTIVE DATE" means the date of the Effective Time; "Preliminary ProspectusPRELIMINARY PROSPECTUS" means each prospectus included in each such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; "Registration StatementREGISTRATION STATEMENT" means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of such the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and "ProspectusPROSPECTUS" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Any reference herein registration statement (including any amendment or supplement thereto or information which is deemed to be a part thereof) filed by the Company to register additional Common Shares under Rule 462(b) of the Rules and Regulations ("RULE 462(B) REGISTRATION STATEMENT") shall be deemed a part of the Registration Statement. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the Company will have complied or will comply with the requirements of Rule 111 under the Securities Act relating to the payment of filing fees therefor. The Company has not distributed, and prior to the later of the Closing Date and the completion of the distribution of the Shares, will not distribute, any offering material in connection with the offering or sale of the Shares other than the Registration Statement, the Preliminary Prospectus (as hereinafter defined), the Prospectus or a Preliminary Prospectus shall be deemed to include any other materials, if any, permitted by the documents incorporated or deemed to be incorporated by reference therein Securities Act (which were filed under disclosed to the Securities Underwriters and Exchange Act of 1934, as amended (the "Exchange Act"Underwriters' counsel). For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX").

Representations, Warranties and Agreements of the Transaction Entities. Each of the The Transaction Entities, jointly and severally, representsrepresent and warrant to, warrants and agrees thatagree with, as each of the date hereofUnderwriters that: (a) A registration statement on Form S-3 S-11 (No. 333-22211), and any amendments thereto, 128554) with respect to the Shares have has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the "“Securities Act") ”), and the rules and regulations (the "“Rules and Regulations"”) of the United States Securities and Exchange Commission (the "“Commission"”) thereunder, ; (ii) been filed with the Commission under the Securities Act Act; and (iii) become effective under the Securities Act. Copies of such registration statements statement and any amendments each amendment thereto have been delivered by the Company to youyou as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement, "“Applicable Time” means [ ] [a.m.][p.m.] (New York City time) on the date of this agreement; “Effective Time" Date” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, statement was declared effective by the Commission; "Effective Date" “Issuer Free Writing Prospectus” means the date each “free writing prospectus” (as defined in Rule 405 of the Effective TimeRules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; "“Preliminary Prospectus" ” means each any preliminary prospectus relating to the Shares included in each such registration statement, statement or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a424(b) of the Rules and Regulations; "“Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “Registration Statement" ” means such registration statement, as amended at on the Effective TimeDate, including any documents incorporated by reference therein at such time including, if Rule 430A of the Rules and Regulations is used, all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of such the registration statement as of the Effective Time Date pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and "“Prospectus" ” means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (45) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement, the Prospectus or a Preliminary Prospectus ” shall be deemed to include the documents incorporated or deemed abbreviated registration statement to be incorporated by reference therein which were filed register additional Common Shares under Rule 462(b) of the Securities Rules and Exchange Act of 1934, as amended Regulations (the "Exchange Act"“Rule 462 Registration Statement”). For purposes The Commission has not issued any order preventing or suspending the use of this Agreement, all references to any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration Statement, any and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference to the “most recent Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing Prospectus” shall be deemed to include refer to the copy latest Preliminary Prospectus included in the Registration Statement or filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX")Rule 424(b) on or prior to the date hereof.

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 S-11 (No. 333-2221129329), and any amendments thereto, with respect to the Shares have has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statements statement and any amendments thereto have been delivered by the Company to youyou as the Representatives of the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in each such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of such the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Any reference herein registration statement (including any amendment or supplement thereto or information which is deemed to be a part thereof) filed by the Company to register additional Common Shares under Rule 462(b) of the Rules and Regulations ("Rule 462(b) Registration Statement") shall be deemed a part of the Registration Statement. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the Company will have complied or will comply with the requirements of Rule 111 under the Securities Act relating to the payment of filing fees therefor. The Company has not distributed, and prior to the later of the Closing Date and the completion of the distribution of the Shares, will not distribute, any offering material in connection with the offering or sale of the Shares other than the Registration Statement, the Prospectus or a Preliminary Prospectus shall be deemed to include the documents incorporated or deemed to be incorporated by reference therein which were filed under the Securities and Exchange Act of 1934(as hereinafter defined), as amended (the "Exchange Act"). For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement other materials, if any, permitted by the Act (which were disclosed to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis Underwriters and Retrieval system ("XXXXX"Underwriters' counsel).

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 S-11 (No. 333-2221122619), and any amendments thereto, with respect to the Shares have has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statements statement and any amendments thereto have been delivered by the Company to youyou as the Representatives of the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in each such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of such the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Any reference herein to the Registration Statement, the Prospectus or a Preliminary Prospectus shall be deemed to include the documents incorporated or deemed to be incorporated by reference therein which were filed under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX").

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 S-11 (No. 333-22211)[ ], and any amendments thereto, with respect to the Shares have has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statements statement and any amendments thereto have been delivered by the Company to youyou as the Representatives of the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-post- effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in each such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of such the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Any reference herein registration statement (including any amendment or supplement thereto or information which is deemed to be a part thereof) filed by the Company to register additional Common Shares under rule 462(b) of the Rules and Regulations ("Rule 462(b) Registration Statement") shall be deemed a part of the Registration Statement, the Prospectus . Any prospectus (including any amendment or supplement thereto or information which is deemed to be a Preliminary Prospectus part thereof) included in a Rule 462(b) Registration Statement shall be deemed to include the documents incorporated or deemed to be incorporated by reference therein which were filed under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any part of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX")Prospectus.

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 (No. 333-22211), 43267 and any amendments thereto, with respect to one or more series of debt securities of the Shares have Operating Partnership has (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the United States Securities Act of 1933, as amended (the "Securities 2 Act") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act; and the indenture, dated as of October 24, 1997 as supplemented to the date hereof (the "Indenture"), between the Operating Partnership and The First National Bank of Chicago, as trustee (the "Trustee") has been qualified, and the Third Supplemental Indenture, to be dated as of April 20, 1999, between the Operating Partnership and the Trustee (the "Supplemental Indenture"), pursuant to which the Notes shall be issued, will be qualified, under the Trust Indenture Act of 1939 (the "Trust Indenture Act"). Copies of such registration statements and any amendments thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time" means means, for such registration statement, the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means means, for such registration statement, the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in each such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives Underwriters pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means such the registration statement, as amended at the respective Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of such registration statement as of the respective Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Any reference herein to the Registration Statement, the Prospectus or a Preliminary Prospectus shall be deemed to include the documents incorporated or deemed to be incorporated by reference therein which were filed under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXXEDGAX").

Representations, Warranties and Agreements of the Transaction Entities. Each of the The Transaction Entities, jointly and severally, representsrepresent and warrant to, warrants and agrees thatagree with, as each of the date hereofUnderwriters that: (a) A registration statement on Form S-3 S-11 (No. 333-22211), and any amendments thereto, 128554) with respect to the Shares have has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the "“Securities Act") ”), and the rules and regulations (the "“Rules and Regulations"”) of the United States Securities and Exchange Commission (the "“Commission"”) thereunder, ; (ii) been filed with the Commission under the Securities Act Act; and (iii) become effective under the Securities Act. Copies of such registration statements statement and any amendments each amendment thereto have been delivered by the Company to youyou as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement, "“Applicable Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Time" Date” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, statement was declared effective by the Commission; "Effective Date" “Issuer Free Writing Prospectus” means the date each “free writing prospectus” (as defined in Rule 405 of the Effective TimeRules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; "“Preliminary Prospectus" ” means each any preliminary prospectus relating to the Shares included in each such registration statement, statement or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a424(b) of the Rules and Regulations; "“Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “Registration Statement" ” means such registration statement, as amended at on the Effective TimeDate, including any documents incorporated by reference therein at such time including, if Rule 430A of the Rules and Regulations is used, all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of such the registration statement as of the Effective Time Date pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and "“Prospectus" ” means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (45) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement, the Prospectus or a Preliminary Prospectus ” shall be deemed to include the documents incorporated or deemed abbreviated registration statement to be incorporated by reference therein which were filed register additional Common Shares under Rule 462(b) of the Securities Rules and Exchange Act of 1934, as amended Regulations (the "Exchange Act"“Rule 462 Registration Statement”). For purposes The Commission has not issued any order preventing or suspending the use of this Agreement, all references to any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration Statement, any and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference to the “most recent Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing Prospectus” shall be deemed to include refer to the copy latest Preliminary Prospectus included in the Registration Statement or filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("XXXXX")Rule 424(b) on or prior to the date hereof.