Common use of Incorporated Documents Clause in Contracts

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the any Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and (ii) when read together with the other information in the Prospectus and the Disclosure Package, Package at the Initial Sale Time, any Applicable Time and when read together with the other information in the Prospectus, Prospectus at the date of the Prospectus and at the Closing Dateany Settlement Date or Time of Delivery, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus Time of Sale Information (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure PackageTime of Sale Information, at the Initial Sale TimeTime of Sale, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statementapplicable Disclosure Package, the Preliminary applicable Prospectus and the Prospectus (i) applicable Preliminary Prospectus, if any, at the time they were or hereafter are filed with the CommissionSEC, complied or when so filed will comply comply, as the case may be, in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations promulgated thereunder (ii) the “1934 Act Regulations”), and, when read together and with the other information in the applicable Disclosure Package, at the Initial Sale Time, Package and when read together with the other information in the applicable Prospectus, at the date of the Prospectus and at the Closing Dateas applicable, did not or and will not 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 or are made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package (as defined below) and the Prospectus (i) Prospectus, at the time times they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) Act, and, when read together with the other information in the Disclosure Package, at the Initial Sale Time, Package and when read together with the other information in the Prospectus, at the date of times the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did not or and will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary General Disclosure Package (including any preliminary prospectus or prospectus supplement included therein) or the Final Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the CommissionCommission (collectively, the “Incorporated Documents”) complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) Act. Each such Incorporated Document, when read taken together with the other information in the General Disclosure Package, at did not as of the Initial Sale Applicable Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing DateDate will not, did not or will not include an contain 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package“1934 Act Regulations”), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure PackageTime of Sale Information, at the Initial Sale TimeTime of Sale, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not include an contain 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (iithe "1934 Act Regulations") when read together with the other information in the Disclosure Packageand, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and Prospectus, at the Closing DateTime and at each Date of Delivery, if any, did not or and will not 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 or deemed to be incorporated by reference in the Registration Statementapplicable Disclosure Package, the Preliminary Final Prospectus and the Prospectus (i) Preliminary Final Prospectus, if any, at the time they were or hereafter are filed with the CommissionSEC, complied or when so filed will comply comply, as the case may be, in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder (ii) the “Exchange Act Regulations”), and, when read together and with the other information in the applicable Disclosure Package, at the Initial Sale Time, Package and when read together with the other information in the Final Prospectus, at the date of the Prospectus and at the Closing Dateas applicable, did not or and will not include 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 the light of the circumstances under which they were or are made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange 1934 Act and the 1934 Act Regulations and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing DateTime, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (iithe "1934 Act Regulations") when read together with the other information in the Disclosure Packageand, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the time the Registration Statement became effective, at the date of hereof, at the time the Prospectus was issued and at the Closing Date, Time did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of the Prospectus hereof and at the Closing DateTime (and, if any Option Securities are purchased, at each Date of Delivery), did not or and will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and Statement or the Prospectus (i) the “Incorporated Documents”), at the time they were or hereafter are filed with the CommissionCommission (or, complied or if any amendment with respect to any such document was filed, when such amendment was filed), complied, comply and will comply in all material respects with the requirements of the Exchange Act and and, when such document was filed (iior, if an amendment with respect to any such document was filed, when such amendment was filed) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or and will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission under the 1934 Act (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeas applicable, and and, when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing each Representation Date, did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and or the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or and will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statements and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package“1934 Act Regulations”), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of the Prospectus hereof and at the Closing DateTime (and, if any Option Securities are purchased, at each Date of Delivery), did not or and will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated Each document filed or deemed to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement, the Preliminary Prospectus and Time of Sale Information or the Prospectus (i) at the time they were or hereafter are filed with the Commissioncomplied when it was filed, complied or will comply when it is filed, as the case may be, in all material respects with the requirements of the Exchange Act and (ii) and, when read together with the other information in the Disclosure PackageRegistration Statement, at the Initial Time of Sale Time, and when read together with the other information in Information or the Prospectus, (a) at the date Time of the Prospectus Sale and (b) at the Closing DateTime of Delivery, did not or each document filed and incorporated by reference will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated Each document filed or deemed to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement, the Preliminary Prospectus and Time of Sale Information or the Prospectus (i) at the time they were or hereafter are filed with the Commissioncomplied when it was filed, complied or will comply when it is filed, as the case may be, in all material respects with the requirements of the Exchange Act and (ii) and, when read together with the other information in the Disclosure PackageRegistration Statement, at the Initial Time of Sale Time, and when read together with the other information in Information or the Prospectus, (a) at the date Time of the Prospectus Sale and (b) at the Closing Dateeach Time of Delivery, did not or each document filed and incorporated by reference will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (iithe "1934 Act Regulations") when read together with the other information in the Disclosure Packageand, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and Prospectus, at the Closing DateTime and at each Date of Delivery, if any, did not or and will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Applicable Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure PackageTime of Sale Information, at the Initial Sale TimeTime of Sale, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did not or and will not include 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 such statements were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did not or and will not include 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 thereintherein not misleading, in the light of the circumstances under in which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Packageand, at the Initial Sale Time, and when read together with the other information in the Prospectus, (a) at the date time the Registration Statement became effective, (b) at the times the Prospectus was filed and (c) as of the Prospectus date hereof and at the Closing each Applicable Time and Settlement Date, did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statements and the Prospectus (i) Final Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) the Exchange Act, as applicable, and, when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Final Prospectus, at the date of time the Registration Statement became effective, at the time the Final Prospectus was issued and at the Closing Date, did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure PackageAct, at the Initial Sale Timeas applicable, and and, when read together with the other information in the Prospectus, (i) at the date of time the Prospectus and Original Registration Statement became effective, (ii) at the Closing Effective Date, (iii) at each Issuance Date and (iv) at each Settlement Date, did not, do not or and will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated Each document filed or deemed to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement, the Preliminary Prospectus and Time of Sale Information or the Prospectus (i) at the time they were or hereafter are filed with the Commissioncomplied when it was filed, complied or will comply when it is filed, as the case may be, in all material respects with the requirements of the Exchange Act and (ii) and, when read together with the other information in the Disclosure PackageRegistration Statement, at the Initial Time of Sale Time, and when read together with the other information in Information or the Prospectus, (a) at the date Time of the Prospectus Sale and (b) at the Closing DateTime of Delivery, did not or each document filed and incorporated by reference will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package (as defined below) and the Prospectus (i) Prospectus, at the time times they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) Act, and, when read together with the other information in the Disclosure Package, at the Initial Sale Time, Package and when read together with the other information in the Prospectus, at the date of times the Registration Statement became effective, at the time the Prospectus and was issued, at the Closing DateTime and at each Date of Delivery, did not or and will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) or any preliminary prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (iithe “1934 Act Regulations”) and, when read together with the other information in the Disclosure PackageRegistration Statement, the Prospectus or any preliminary prospectus, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing each Representation Date, did not, do not or and will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (iithe “Exchange Act Regulations”) when read together with the other information in the Disclosure Packageand, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the time the Registration Statement became effective, at the date of the Prospectus and at the Closing DateTime, did not or and will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Pricing Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and (ii) when read together with the other information in the Prospectus and the Disclosure Package, Package at the Initial Sale Time, any Applicable Time and when read together with the other information in the Prospectus, Prospectus at the date of the Prospectus and at the Closing any Settlement Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date or any Option Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with or submitted to the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectuses, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) the "1934 Act Regulations"), and, when read together with the other information in the Disclosure PackageProspectuses, at the Initial Sale Time, and when read together with time the other information in the ProspectusRegistration Statement became effective, at the date of time the Prospectus Prospectuses were issued and at the Closing DateTime, did not or and will not include 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 such statements were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not, do not or and will not 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 or deemed to be incorporated by reference in the Registration Statement, Statement when it became effective and in the Preliminary Registration Statement and Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, Commission complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did do not or and will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and (ii) when read together with the other information in the Disclosure Package, Prospectus and the Time of Sale Information at the Initial any Time of Sale Time, and when read together with the other information in the Prospectus, Prospectus at the date of the Prospectus and at the Closing Dateany Settlement Date or Time of Delivery, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, Time and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date or each Option Closing Date, as applicable, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Offering Memorandum and the Prospectus Final Offering Memorandum (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the ProspectusFinal Offering Memorandum, at the date of the Prospectus Final Offering Memorandum and at the Closing Date, did not or will not 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 or deemed to be ---------------------- incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (iithe "1934 Act Regulations") when read together with the other information in the Disclosure Packageand, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and Prospectus, at the Closing DateTime and at each Date of Delivery, if any, did not or and will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectuses, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) 1934 Act, and, when read together with the other information in the Disclosure PackageProspectuses, at the Initial Sale Time, and when read together with time the other information in the ProspectusRegistration Statement became effective, at the date of time the Prospectus Prospectuses were issued and at the Closing DateTime (and if any Option Securities are purchased, at the Date of Delivery), did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and or the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and and, when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or and will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Act or the Exchange Act and (ii) when read together with the other information in the Disclosure PackageAct, at the Initial Sale Timeas applicable, and the rules and regulations of the Commission thereunder and, when read together with the other information in the Prospectus, at the date of time the Prospectus Registration Statement became effective and at the Closing Datetime the Prospectus was issued, did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (iithe "1934 Act Regulations") when read together with the other information in the Disclosure Packageand, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did not or and will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package“1934 Act Regulations”), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus is issued and at the Closing DateTime, did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) the “Documents Incorporated by Reference”), at the time they were or hereafter are filed with the Commission, and any Free Writing Prospectus or amendment or supplement thereto complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure PackageAct, at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Prospectus Registration Statement and any amendments thereto become effective and at each Time of Sale, as the Closing Datecase may be, did not or will not include 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 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and (ii) when read together with the other information in the Prospectus and the Disclosure Package, Package at the Initial Sale Time, any Applicable Time and when read together with the other information in the Prospectus, Prospectus and at the date of the Prospectus and at the Closing Dateany Settlement Date or Time of Delivery, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure PackageAct, at the Initial Sale Timeas applicable, and and, when read together with the other information in the Prospectus, (i) at the date of time the Prospectus and Original Registration Statement became effective, (ii) at the Closing Effective Date, (iii) at each Issuance Date and (iv) at each Settlement Date did not, do not or and will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package“1934 Act Regulations”), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of the Prospectus hereof and at the Closing DateTime (and, if any Option Securities are purchased, at each Date of Delivery), did not or and will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus is issued and at the Closing DateTime, did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and (ii) when read together with the other information in the Disclosure Package, Prospectus at the Initial any Time of Sale Time, and when read together with the other information in the Prospectus, Prospectus at the date of the Prospectus and at the Closing Dateany Settlement Date or Time of Sale, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or and will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing DateTime, did not or (and, if any Option Securities are purchased, at the Date of Delivery) will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to ---------------------- be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (iithe "1934 Act Regulations") when read together with the other information in the Disclosure Packageand, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and Prospectus, at the Closing DateTime and at each Date of Delivery, if any, did not or and will not 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 or deemed to ---------------------- be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did not or and will not include 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 such statements were made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package“1934 Act Regulations”), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the such Closing DateTime, did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date and any Option Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the any Preliminary Prospectus and or the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the CommissionSEC, complied or when so filed will comply comply, as the case may be, in all material respects with the requirements of the Securities Exchange Act of 1934 (“1934 Act”) and the rules and regulations promulgated thereunder (ii) when read together with the other information in the Disclosure Package“1934 Act Regulations”), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or and will at all times during the period specified in Section 3(k) hereof not include 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 the light of the circumstances under which they were or are made, not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 ACT REGULATIONS"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing each Representation Date, did not or not, and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeas applicable, and and, when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did not or and will not include 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 the light of the circumstances under which they were made, therein not misleading.

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the EXECUTION VERSION Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not 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 or deemed to --- ---------------------- be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (iithe "1934 Act Regulations") when read together with the other information in the Disclosure Packageand, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and Prospectus, at the Closing DateTime and at each Date of Delivery, if any, did not or and will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package Information and the Prospectus Offering Memorandum (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), and (ii) when read together with the other information in the Disclosure PackagePackage Information, at the Initial Sale Time, and when read together with the other information in the ProspectusOffering Memorandum, at the date of the Prospectus Offering Memorandum and at the Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (iithe "1934 Act Regulations") when read together with the other information in the Disclosure Packageand, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus hereof and at the Closing DateTime (and, if any Option Securities are purchased, at each Date of Delivery), did not or and will not include 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 the light of the circumstances under which they were made, not misleading.

Incorporated Documents. The documents Each document incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply when filed in all material respects with the requirements of the Exchange Act and (ii) Act, and, when read together with the other information in the General Disclosure Package, at as of the Initial Sale Applicable Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and Prospectus, at the First Closing Date or the Second Closing Date, did not or and will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus any preliminary prospectus and the Prospectus (iA) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and (iiB) when read together with the other information in the General Disclosure Package, at the Initial Sale Applicable Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing DateTime or at any Date of Delivery, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and Regulations and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not 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 or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did not or and will not include 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, therein not misleading. The representations and warranties in this subsection shall not apply to the consolidated financial statements of the Bond Insurer incorporated by reference in the light of the circumstances under which they were made, not misleadingRegistration Statement or Prospectus.

Incorporated Documents. The documents incorporated or deemed to be ---------------------- incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 Act Regulations"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did not or and will not include 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 the light of the circumstances under which they were made, therein not misleadingmisleading .

Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus (i) Prospectus, at the time they were or hereafter are filed with the Commission, complied or and will comply in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the Commission thereunder (ii) when read together with the other information in the Disclosure Package"1934 ACT REGULATIONS"), at the Initial Sale Timeand, and when read together with the other information in the Prospectus, at the date of time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing DateTime, did not or not, and will not include 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 the light of the circumstances under which they were made, therein not misleading.