Common use of Compliance with Act Requirements Clause in Contracts

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below), the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Prospectus pursuant to Rule 424(b), (C) at each Applicable Time and (D) on each Settlement Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances in which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below), the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Prospectus pursuant to Rule 424(b), (C) at each Applicable Time and (D) on each Settlement Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances in which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), ) and (C) at on the Effective Time and (D) on each Settlement Date (as defined below)Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act and (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Manager Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b8(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below), the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing filing, the Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances in which they were made, therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below), the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing filing, the Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances in which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below)Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances in which they were made, therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, and (B) at on the time date of this Agreement, each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below), the Initial Registration Statement conformed and the Additional Registration Statement (if any) complied and will conform comply in all material respects to the requirements of the Act and the Rules and Regulations (other than those requirements that the Commission has waived, in writing, with respect to the Company) and did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b), ) or (Cif no such filing is required) at each Applicable the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (D) on each Settlement Closing Date, the Final Prospectus will conform comply in all material respects to the requirements of the Act and the Rules and Regulations (other than those requirements that the Commission has waived, in writing, with respect to the Company) and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Registration Statements (or any such document based amendment thereto) or the Final Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with (x) written information furnished to the Company by any Underwriter through the Manager Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b9(c) hereofhereof or (y) the Selling Stockholder Information (as defined below).

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, and (B) at on the time date of this Agreement, each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below), the Initial Registration Statement conformed and the Additional Registration Statement (if any) complied and will conform comply in all material respects to the requirements of the Act and the Rules and Regulations (other than those requirements that the Commission has waived, in writing, with respect to the Company) and did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b), ) or (Cif no such filing is required) at each Applicable the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (D) on each Settlement Closing Date, the Final Prospectus will conform comply in all material respects to the requirements of the Act and the Rules and Regulations (other than those requirements that the Commission has waived, in writing, with respect to the Company) and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Registration Statements (or any such document based amendment thereto) or the Final Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with (x) written information furnished to the Company by the Manager any Underwriter specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b9(c) hereofhereof or (y) the Selling Stockholder Information (as defined below).

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below)the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act and (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Manager Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b8(b) hereof.

Compliance with Act Requirements. (i) (AA)(1) At the time the Registration Statement initially became effective, (B2) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C3) at the Effective Time and (D4) on each Settlement Date (as defined below)the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iiB) (A1) on its date, (B2) at the time of filing the Final Prospectus pursuant to Rule 424(b), (C) at each Applicable Time and (D3) on each Settlement Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Manager Representatives specifically for use therein, it being understood and agreed that the only such information is that furnished by any Underwriter consists of the information described as such in Section 6(b8(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement and the ADR Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on each Settlement Date (as defined below)the Closing Date, the Registration Statement and the ADR Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances in which they were made, therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager Underwriters specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b8(b) hereof.

Compliance with Act Requirements. (i) (A) At the time their respective times the Registration Statement initially and any post-effective amendment thereto became effective, (Bat each deemed effective date with respect to the Underwriters and the Offered Securities pursuant to Rule 430B(f)(2) at the time of and on each amendment thereto for the purposes of complying with Section 10(a)(3) Closing Date, each of the Act (whether by Registration Statement and any post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below), the Registration Statement amendment thereto conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its datetheir respective dates, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b), (C) at each Applicable Time and (D) on each Settlement Closing Date, the Final Prospectus and any amendment or supplement thereto will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by (a) any Underwriter through the Manager Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b8(c) hereofhereof (collectively, “Underwriter Information”) or (b) any Selling Shareholder specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof (as to such Selling Shareholder, “Selling Shareholder Information”).

Compliance with Act Requirements. (i) (A) At the time the Registration Statement and the ADR Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective each Applicable Time and (D) on each Settlement Date (as defined below)Date, the Registration Statement and the ADR Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances in which they were made, therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time and (D) on each Settlement Date (as defined below)Closing Date, each of the Initial Registration Statement conformed and the Additional Registration Statement (if any) complied and will conform comply in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b), ) or (Cif no such filing is required) at each Applicable the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (D) on each Settlement Closing Date, the Final Prospectus will conform comply in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Registration Statements (or any such document based amendment thereto) or the Final Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with (x) written information furnished to the Company by any Underwriter through the Manager Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b9(c) hereofhereof or (y) the Selling Stockholder Information (as defined below).

Compliance with Act Requirements. (i) (A) At the time the Company Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Underlying Shares, and (D) on each Settlement Date (as defined below)Closing Date, the Company Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Company Final Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement Closing Date, the Company Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances in which they were made, therein not misleading. The preceding sentence does not apply applies only to the extent that any statements in or omissions from the Company Registration Statement, the Company Final Prospectus, any such document Company Statutory Prospectus or any amendments or supplements thereto are based upon on written information relating to a Selling Stockholder furnished to the Company by the Manager specifically Selling Stockholder expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on each Settlement Date (as defined below)the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances in which they were made, therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Manager Representative, if any, specifically for use therein, it being understood and agreed that the only such information is that furnished by any Underwriter consists of the information described as such in Section 6(b7(b) hereof.

Compliance with Act Requirements. (ii)(A) (A) At As of the time effective date as to each part of the Registration Statement initially became effectiveStatement, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at on the Effective Time and (D) on each Settlement Date (as defined below)Closing Date, the Registration Statement conformed complied and will conform comply in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (Aii)(A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b)) under the Act or at the time of any amendment or supplement thereto, and (C) at each Applicable Time and (D) on each Settlement the Closing Date, the Final Prospectus will conform comply in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Registration Statements (or any such document based amendment thereto) or the Final Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with (x) written information furnished to the Company by any Underwriter through the Manager Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b9(c) hereofhereof or (y) the Selling Stockholder Information (as defined below).

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time and (D) on each Settlement Date (as defined below)Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, including that the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the applicable Rules and Regulations, and did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b), ) or (Cif no such filing is required) at each Applicable the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (D) on each Settlement Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances in under which they were are made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager any Underwriter through any Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b8(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at on the Effective Time Date relating to the Shares and (D) on each Settlement Date (as defined below)the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager Placement Agent, if any, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b8(b) hereof.

Compliance with Act Requirements. (ii)(A) (A) At As of the time effective date as to each part of the Registration Statement initially became effectiveStatement, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at on the Effective Time and (D) on each Settlement Date (as defined below)Closing Date, the Registration Statement conformed complied and will conform comply in all material respects to with the requirements of the Act and the Rules and Regulations and did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (Aii)(A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b)) under the Act or at the time of any amendment or supplement thereto, and (C) at each Applicable Time and (D) on each Settlement the Closing Date, the Final Prospectus will conform comply in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Registration Statement (or any such document based amendment thereto) or the Final Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with (x) written information furnished to the Company by any Underwriter through the Manager Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b9(c) hereofhereof or (y) the Selling Stockholder Information (as defined below).

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time and (D) on each Settlement Date (as defined below)Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, including that the interactive data in Extensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the applicable Rules and Regulations, and did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b), ) or (Cif no such filing is required) at each Applicable the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (D) on each Settlement Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances in under which they were are made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager any Underwriter through any Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b8(c) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at on the Effective Time Date relating to the Securities and (D) on each Settlement Date (as defined below)the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager Placement Agents, if any, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b8(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), ) and (C) at on the Effective Time and (D) on each Settlement Date (as defined below)Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act and (ii) statements in or omissions from any such document based upon written information furnished to the Company Issuer by any Underwriter through the Manager Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b8(b) hereof.

Compliance with Act Requirements. (iA) (A1) At the time the Company Registration Statement initially became effective, (B2) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-post effective amendment, incorporated report or form of prospectus), (C3) at the Effective Time relating to the Underlying Shares and (D4) on each Settlement Date (as defined below)the Closing Date, the Company Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iiB) (A1) on its date, (B2) at the time of filing the Company Final Prospectus pursuant to Rule 424(b), (C) at each Applicable Time and (D3) on each Settlement the Closing Date, the Company Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances in which they were made, therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter is that described as such in Section 6(b12(h) hereof.

Compliance with Act Requirements. (i) (A) At the time each of the Registration Statement Statements initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below)Date, each of the Registration Statement Statements conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances in which they were made, therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time and (D) on each Settlement Date (as defined below)the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement the Closing Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances in which they were made, therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Manager Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b8(b) hereof.

Compliance with Act Requirements. (i) (A) At the time the Company Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Underlying Shares, and (D) on each Settlement Date (as defined below)the Closing Date, the Company Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Prospectus pursuant to Rule 424(b), ) and (C) at each Applicable Time and (D) on each Settlement the Closing Date, the Company Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Manager Underwriter specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b10(h) hereof.

Compliance with Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time and (D) on each Settlement Date (as defined below)Closing Date, each of the Initial Registration Statement conformed and the Additional Registration Statement (if any) complied and will conform comply in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b), ) or (Cif no such filing is required) at each Applicable the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (D) on each Settlement Closing Date, the Final Prospectus will conform comply in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances in under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Registration Statements (or any such document based amendment thereto) or the Final Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Manager Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 6(b8(b) hereof.