Common use of Compliance with Securities Act Requirements Clause in Contracts

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to the Offered Securities and (B) on the Closing Date, the Registration Statement 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; (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to the Company by such Selling Shareholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this Agreement.

Compliance with Securities 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 (BD) on the Closing Date, the Registration Statement Statement, solely with respect to any information pertaining to the Selling Stockholder, 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus Prospectus, solely with respect to any information pertaining to the Selling Stockholder, will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) The preceding sentence shall only apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such the Selling Shareholder Stockholder specifically for use therein; , it being understood and agreed that the only such information furnished in writing pertaining to the Company by Selling Stockholder consists of the following information in the Final Prospectus furnished on behalf of the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this AgreementStockholder: the beneficial ownership table under the caption “The Selling Stockholder” (the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) 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; , (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; , and (iii) as of the Applicable Time, neither (x) the General Disclosure Package nor (y) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply The preceding sentence applies only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are based any such document in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder Stockholder specifically for use therein; , it being understood and agreed that the only such information furnished consists of information with respect to such Selling Stockholder that appears in writing to the Company by table and corresponding footnotes thereto (excluding any percentages) under the caption “Principal and Selling Shareholders specifically for use therein is that information described Stockholders” in Section 9(b) of this Agreementthe Prospectus and the General Disclosure Package (the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. (i) (Aa)(i) At the Effective Applicable Time relating to the Offered Securities and (Bii) on at the Closing DateTime and on any Date of Delivery, the Registration Statement 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; (ii) (Ab)(i) on its date, (Bii) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (Ciii) on at the Closing DateTime and on any Date of Delivery, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iiiC) as of the Applicable Time, neither the General Disclosure Package nor any individual Issuer Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e1(b)(iv) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to the Company by such Selling Shareholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b6(b) of this Agreement.

Compliance with Securities Act Requirements. (i) (A) At the Effective Time time and filing of the Registration Statement, (B) at the time of the most recent 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 time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163 and (BD) on the Closing Date, the Registration Statement conformed and will conform in all 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply The preceding sentence only applies to the extent that any statements in or omissions from the Registration Statement, Statement or the Final Prospectus or the General Disclosure Package are based upon written information relating to a Selling Securityholder that is furnished to the Company by such Selling Shareholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders Securityholder specifically for use therein is that information described in Section 9(b) of this Agreement.therein;

Compliance with Securities Act Requirements. (i) At their respective Effective Times, each of the Initial Registration Statement and the Additional Registration Statement (Aif any) At the Effective Time relating conformed in all material respects to the Offered Securities requirements of the Act and (B) the Rules and Regulations, and at their respective Effective Times, on the date of this Agreement and on each Closing Date, the Registration Statement 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 of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) provided, however, that the Company makes no representations or warranties as of to the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact information contained in or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus or the General Disclosure Package are based in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder or on behalf of the Underwriters through the Representative specifically for use therein; , it being understood and agreed that the only such information furnished in writing to by or on behalf of the Company by Underwriters consists of the Selling Shareholders specifically for use therein is that information described as such in Section 9(b7(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to the Offered Securities and (B) on the Closing Dateeach Applicable Time, the Registration Statement or any post-effective amendment thereto complied and will comply in all respects to the requirements of the Securities Act and the Securities Act Regulations thereunder, and did not, does not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein omitted, omits or necessary to make the statements therein not misleading; (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iiiB) the Prospectus and each amendment or supplement thereto, as of their respective issue dates, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations thereunder, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectusincluded, when considered together with the General Disclosure Package, included includes or will include any an untrue statement of a material fact or omitted omitted, omits or will omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The representations and warranties in this Section 3(e) shall contained herein do not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any document discussed herein based upon written information furnished to the Company by such Selling Shareholder the Agent specifically for use therein; , it being understood and agreed that the only such information furnished is only that described as such in writing Section 8 hereof and the third sentence of the first paragraph of the “Plan of Distribution” in the Prospectus Supplement (collectively, the “Agent Information”). The Prospectus delivered to the Company by the Selling Shareholders specifically Agent for use therein is that information described in Section 9(b) connection with the offering of this Agreement.the Placement Shares was or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. (i) (Ai)(A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did not and the Additional Registration Statement (if any) 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; misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(c) hereof. The representations and warranties set forth in subsections (b)(vii) and (viii) of this AgreementSection 2 apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the General Disclosure Package, the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information provided by any Selling Stockholder consists of the following information in the Final Prospectus furnished on behalf of each Selling Stockholder: the information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders”.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each 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 did not include 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) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Registration Statement did not 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 to make the statements 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 Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(c) hereof. Notwithstanding anything in this paragraph (iiv) (A) on its dateto the contrary, (B) at the time of filing the Final Prospectus pursuant with respect to Rule 424(b) and (C) on the Closing Dateeach Selling Stockholder, the Final Prospectus will not include any untrue statement provisions of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and this paragraph (iiiv) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the any Registration Statement, the Final Prospectus, prospectus wrapper, as amended or supplemented or any Statutory Prospectus or the General Disclosure Package are based upon made in reliance on and in conformity with written information relating to such Selling Stockholder that is furnished to the Company by or on behalf of such Selling Shareholder Stockholder specifically and expressly for use therein; , it being understood and agreed that the only such information furnished contained in writing any Registration Statement or any Statutory Prospectus is the information in such Registration Statement or such Statutory Prospectus with respect to such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption "Principal and Selling Stockholders" (the "Selling Stockholder Information"), provided that with respect to WP as a Selling Stockholder, Selling Stockholder Information shall also include the information contained in any Registration Statement or any Statutory Prospectus describing (x) WP's agreements with Xxxx Xxxxx or performance thereunder, (y) WP's guarantee in favor of a postsecondary college in the Connecticut state college system or performance thereunder or (z) WP's loan to Xxxxxx Xxxxx, related documents thereto or performance with respect to such loan or related documents, in each case which appear: (a) in the first or second paragraphs or the first sentence of the third paragraph in "Management's Discussion and Analysis of Financial Condition and Results of Operation—Related Party Transactions"; (b) in footnote (5) to the Company by the Selling Shareholders specifically table regarding compensation information for use therein is that information described non-employee directors under "Management—Compensation of Directors"; (c) in Section 9(b"Certain Relationships and Related Transactions—Warburg Pincus Guarantee"; or (d) of this Agreementin "Certain Relationships and Related Transactions—November 2003 Loan from Warburg Pincus to Xxxxxx Xxxxx".

Compliance with Securities Act Requirements. (i) (Ai)(A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did not and the Additional Registration Statement (if any) 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; misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, provided that the representations and warranties set forth in this Section 3(e2(b)(viii) shall apply only are limited in all respects to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the extent that any statements Company in or omissions from writing by such Selling Stockholder expressly for use in the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to the Company by such Selling Shareholder specifically for use therein; and Final Prospectus and any amendment or supplement thereto, and it being understood and agreed that the only such information furnished in writing to the Company by such Selling Stockholder consists of the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this AgreementStockholder Information.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did not and the Additional Registration Statement (if any) 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 of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus 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, therein in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information is that described as such in Section 8(c) hereof. Notwithstanding anything to the contrary, with respect to each Selling Stockholder, the first sentence of this subsection (e) applies only to statements in or omissions from any Registration Statement, Statutory Prospectus or the Final Prospectus that are made in reliance upon and in conformity with information furnished in writing to the Company by the such Selling Shareholders specifically Stockholder expressly for use therein is (“Selling Stockholder Information”), it being understood and agreed that the only Selling Stockholder Information consists solely of the information described relating to such Selling Stockholder under the caption “Principal and Selling Stockholders” in Section 9(b) of this Agreementany Statutory Prospectus or the Final Prospectus.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Act, (B) at the time of filing with the Commission 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 (BD) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding The preceding sentence does not apply to (i) any part of the foregoing, Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the representations and warranties in this Section 3(eTrust Indenture Act of the Trustee or (ii) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representative specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) (I) At the their respective Effective Time relating to the Offered Securities and Times, (BII) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Securities 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; misleading and (ii) (AB) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder the Underwriter specifically for use therein; it being understood that the only , including statements in or omissions from such information furnished in writing documents relating to the Company manner of offering the Offered Securities as determined by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this AgreementUnderwriter.

Compliance with Securities 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 (BD) on 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representative specifically for use therein; , it being understood and agreed that the only such information furnished is that described as such in writing Section 8(b) hereof. There are no material contracts or other documents required to be described in the Statutory Prospectus or the Final Prospectus or to be filed as an exhibit to the Company by the Selling Shareholders specifically for use therein is that information Registration Statement which have not been described in Section 9(b) of this Agreementor filed as required.

Compliance with Securities 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 Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (BD) on the Closing Date, the Registration Statement conformed and will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations thereunder 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations thereunder, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(eThe preceding sentence does not apply to (x) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to consists of the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) hereof or (y) that part of this Agreementthe Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee.

Compliance with Securities Act Requirements. (i) (Aa)(i) At the Effective Applicable Time relating to the Offered Securities and (Bii) on at the Closing DateTime, the Registration Statement 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; (ii) (Ab)(i) on its date, (Bii) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (Ciii) on at the Closing DateTime, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iiiC) as of the Applicable Time, neither the General Disclosure Package nor any individual Issuer Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e1(b)(iv) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to the Company by such Selling Shareholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b6(b) of this Agreement.

Compliance with Securities Act Requirements. (i) (A) At the time each 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 (BD) on the Closing Date, each Registration Statement, solely with respect to any information pertaining to the Registration Statement Selling Stockholder, 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, each Final Prospectus, solely with respect to any information pertaining to the Final Prospectus Selling Stockholder, will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) The preceding sentence shall only apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such the Selling Shareholder Stockholder specifically for use therein; , it being understood and agreed that the only such information furnished in writing pertaining to the Company by Selling Stockholder consists of the following information in each Final Prospectus furnished on behalf of the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this AgreementStockholder: the beneficial ownership table under the caption “The Selling Stockholder.”

Compliance with Securities 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 filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (BD) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act, the Trust Indenture 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(bSubsection 8(b) of this Agreementhereof.

Compliance with Securities 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 Securities, and (BD) on the each 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) on the each 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 required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, . The preceding sentence does not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit apply to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx” and together with Credit Suisse, the “Representatives”) specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each 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 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 (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(eThe preceding sentence does not apply to (i) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished is that described as such in writing Section 8(b) hereof; or (ii) omission of certain financial statement information required by Rule 3-05 of Regulation S-X of the Securities Act related to the Company’s acquisition of Planned Benefit Systems on August 31, 2010 and of FMBC Tax Favored Accounts Division, a division of Fringe Benefits Management Company, Inc., on November 30, 2010, as described in a waiver letter from the Commission addressed to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this Agreementdated January 26, 2011.

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to the Offered Securities Shares and (B) on the each Closing Date, the Registration Statement 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, date and (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the each 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 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; provided, however, that the Selling Stockholder makes no representation pursuant to this Section 1(b)(v) except statements made in reliance upon and (iii) as in conformity with information relating to the Selling Stockholder furnished in writing by or on behalf of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary Selling Stockholder expressly for use in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to or the Company by such Selling Shareholder specifically for use therein; Final Prospectus, it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that Stockholder consists only of the name of the Selling Stockholder, the number of shares of Common Stock offered by the Selling Stockholder and the address and other information described with respect to the Selling Stockholder (excluding percentages) which appears in Section 9(bthe Prospectus in the beneficial ownership table (and corresponding footnotes) of this Agreementunder the caption “Selling Stockholder” (such statements the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to the Offered Securities and (B) on the each Closing Date, the Registration Statement 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, date and (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the each 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 required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and provided, however, that such Selling Stockholder makes no representation pursuant to this Section 2(b)(iv) except (iiiy) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, set forth in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the General Disclosure Package or the Final Prospectus, as applicable, under the caption “Prospectus or Supplement Summary—Our Principal Stockholder” and (z) with respect to the statements set forth in the Registration Statement, the General Disclosure Package are based upon written information furnished or the Final Prospectus, as applicable, under the caption “Selling Stockholders”, but only with respect to footnotes (2) and (3) and the corresponding line items in the table contained in such section as they relate to the Company by Selling Stockholders (such statements in (y) and (z), except percentages, the “Selling Shareholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this AgreementStockholder Information”).

Compliance with Securities Act Requirements. (i) (A) At the Effective time the Registration Statement initially became or was deemed to have become 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 filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the Applicable Time relating to the Offered Securities and (BD) on the Closing Date, the Registration Statement complied and will comply in all material respects with the requirements of the Act, the Trust Indenture 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will comply in all material respects with the requirements of the Act, the Trust Indenture 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit . The preceding sentence does not apply to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document (i) based upon written information furnished to the Company by such Selling Shareholder specifically or on behalf of any Underwriter through the Representatives expressly for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) hereof, or (ii) relating to that part of this Agreementthe Registration Statement that constitutes the Statement of Eligibility and Qualifications on Form T-1 of the Trustee under the Trust Indenture Act (the “Form T-1”).

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each 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, (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Registration Statement did not 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 to make the statements therein, in light of circumstances under which they were made, not misleading, and (iii) as of the Applicable Time, the General Disclosure Package did 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; provided that, such representations and warranties set forth in this subsection (iib)(v) (A) apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on its date, (B) at the time behalf of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus 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, such Selling Stockholder expressly for use in the light of the circumstances under which they were madeRegistration Statement, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included the Final Prospectus or will include any untrue statement of a material fact other Issuer Free Writing Prospectus or omitted any amendment or will omit supplement thereto (the “Selling Stockholder Information”). The preceding sentence does not apply to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(c) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the (I) On their respective Effective Time relating to the Offered Securities and Dates, (BII) on the date of this Agreement and (III) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all 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; misleading and (ii) (AB) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or, if no such filing is required, at the Effective Date of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will conform in all 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding With regard to the foregoingOnex Stockholders and the Other Stockholders, the representations and warranties in this Section 3(e) shall apply preceding sentence applies only to the extent that any statements such statement in or omissions omission from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document is based upon written information furnished to the Company by such Selling Shareholder Stockholder specifically for use therein; with regard to the Management Stockholders, 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 Representatives specifically for use therein, it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(c) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did not and the Additional Registration Statement (if any) conformed and will not include any untrue statement conform in all material respects to the requirements 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; Act and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder (a) any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information is that described as such in Section 8(c) hereof or (b) the Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is Stockholder (the “Selling Stockholder Information” of the Selling Stockholder) consists of the information with respect to the Selling Stockholder that information described appears in Section 9(b) of this Agreementthe table and the corresponding footnotes thereto, excluding any percentages, under the caption “Selling Stockholder” in the Final Prospectus and the General Disclosure Package.

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to Time, (B) on the Offered Securities date of this Agreement and (BC) on the Closing Date, the Registration Statement 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; , (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) ), and (C) on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; , and (iii) as of the Applicable Time, neither (x) the General Disclosure Package Time of Sale Prospectus nor (y) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure PackageTime of Sale Prospectus, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply The preceding sentence applies only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are based any such document in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder Stockholder specifically for use therein; , it being understood and agreed that the only such information furnished consists of information (A) with respect to such Selling Stockholder that appears in writing the table and corresponding footnotes thereto (excluding any percentages) under the caption “Selling Stockholders” in the Prospectus and the Time of Sale Prospectus and (B) with respect to Aurora Equity Partners II L.P. and Aurora Overseas Equity Partners II, L.P. only, the Company by information regarding Aurora Capital Group that appears in the second paragraph under the caption “Prospectus Supplement Summary — Principal Stockholders” in the Prospectus Supplement (the “Selling Shareholders specifically for use therein is that information described in Section 9(b) of this AgreementStockholder Information”).

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to the Offered Securities and (B) on the each Closing Date, the Registration Statement 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; (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the each Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to the Company by such Selling Shareholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this Agreement.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each 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 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 (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(eThe preceding sentence does not apply to (i) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished is that described as such in writing Section 8(c) hereof; or (ii) omission of certain financial statement information required by Rule 3-05 of Regulation S-X of the Securities Act related to the Company’s acquisition of Planned Benefit Systems on August 31, 2010 and of FBMC Tax Favored Accounts Division, a division of Fringe Benefits Management Company, Inc., on November 30, 2010, as described in a waiver letter from the Commission addressed to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this Agreementdated January 26, 2011.

Compliance with Securities Act Requirements. (i) (A) At the time the Post-Effective Amendment initially became effective, (B) at the time of each amendment to the Registration Statement following the Post-Effective Amendment 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 (BD) on the Closing Date, the Registration Statement conformed and will conform in all respects to the requirements of the Act, the Trust Indenture 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all respects to the requirements of the Act, the Trust Indenture 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives, if any, specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b) of this the Terms Agreement.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) at the Closing DateTime and on each Date of Delivery, 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 did not include and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and at the Closing Time and on each Date of Delivery, the Registration Statement did not 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 to make the statements 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 Representatives specifically for use therein. Notwithstanding anything in this paragraph (iiv) (A) on its dateto the contrary, (B) at the time of filing the Final Prospectus pursuant with respect to Rule 424(b) and (C) on the Closing Dateeach Selling Stockholder, the Final Prospectus will not include any untrue statement provisions of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and this paragraph (iiiv) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the any Registration Statement, the Final Prospectus, prospectus wrapper, as amended or supplemented or any Statutory Prospectus or the General Disclosure Package are based upon made in reliance on and in conformity with written information relating to such Selling Stockholder that is furnished to the Company by or on behalf of such Selling Shareholder Stockholder specifically and expressly for use therein; , it being understood and agreed that the only such information furnished contained in writing any Registration Statement or any Statutory Prospectus is the information in such Registration Statement or such Statutory Prospectus with respect to such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption "Principal and Selling Stockholders" (the "Selling Stockholder Information"), provided that with respect to Warburg Pincus Private Equity VIII, L.P. ("WP") as a Selling Stockholder, Selling Stockholder Information shall also include the information contained in any Registration Statement or any Statutory Prospectus describing (x) WP's agreements with Xxxx Xxxxx or performance thereunder, (y) WP's guarantee in favor of a postsecondary college in the Connecticut state college system or performance thereunder or (z) WP's loan to Xxxxxx Xxxxx, related documents thereto or performance with respect to such loan or related documents, in each case which appear: (1) in the first or second paragraphs or the first sentence of the third paragraph in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Related Party Transactions"; (2) in footnote (5) to the Company by table regarding compensation information for non-employee directors under "Management—Compensation of Directors"; (3) in "Certain Relationships and Related Transactions—Warburg Pincus Guarantee"; or (4) in "Certain Relationships and Related Transactions—November 2003 Loan from Warburg Pincus to Xxxxxx Xxxxx". (5) in Note 15 to the Selling Shareholders specifically for use therein is that information described in Section 9(b) Company's Consolidated Financial Statements, under the headings "Director Agreement", "November 2003 Loan from Warburg Pincus to the Company's CEO and President" and "Warburg Pincus Guarantee", but not including the last sentence of this Agreementthe paragraph under the heading "Warburg Pincus Guarantee".

Compliance with Securities 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 (BD) on the Closing Date, the Registration Statement Statement, solely with respect to any information pertaining to the Selling Stockholder, 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus Prospectus, solely with respect to any information pertaining to the Selling Stockholder, will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) The preceding sentence shall only apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such the Selling Shareholder Stockholder specifically for use therein; , it being understood and agreed that the only such information furnished in writing pertaining to the Company by Selling Stockholder consists of the following information in the Final Prospectus furnished on behalf of the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this AgreementStockholder: the beneficial ownership table under the caption “The Selling Stockholder” (the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to the Offered Securities and (B) on the Closing DateThe Registration Statement, the Registration Statement when it became effective, did not and contain and, as amended or supplemented, if applicable, will not include contain any untrue statement of a material fact relating to such Seller Shareholder or omit to state any a material fact required to be stated therein or necessary to make the statements therein relating to such Selling Shareholder not misleading; , (ii) (A) on its datethe Time of Sale Prospectus does not, (B) and at the time of filing each sale of the Final Shares in connection with the offering when the Prospectus pursuant is not yet available to Rule 424(b) prospective purchasers and (C) on at the Closing Date, the Final Prospectus Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not include not, contain any untrue statement of a material fact relating to such Selling Shareholder or omit to state any a material fact required to be stated therein or necessary to make the statements thereintherein relating to such Selling shareholder, in the light of the circumstances under which they were made, not misleading; , and (iii) the Prospectus does not contain and, as of the Applicable Timeamended or supplemented, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectusif applicable, when considered together with the General Disclosure Package, included or will include not contain any untrue statement of a material fact relating to such Selling Shareholder or omitted or will omit to state any a material fact necessary in order to make the statements thereintherein relating to such Selling Shareholder, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, provided that, the representations and warranties set forth in this Section 3(e) shall apply only section are limited to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are based of material facts made in reliance upon written and in conformity with information furnished to the Company in writing by such Selling Shareholder specifically expressly for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this Agreement.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities Times and (B) on the each Closing Date, each of the Initial Registration Statement and Additional Registration Statement (if any) and the General Disclosure Package did not contain, and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they are made not misleading; (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply The preceding sentence applies only to the extent that any statements in or omissions from the a Registration Statement, the Final Prospectus, any Statutory Prospectus or the General Disclosure Package any amendments or supplements thereto are based upon on written information furnished to the Company by such Group I Selling Shareholder Stockholder specifically for use therein; , it being understood and agreed that the only such information furnished includes only the information relating to such Group I Selling Stockholder under the captions “Management”, “Executive Compensation” and “Principal and Selling Stockholders” in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this AgreementGeneral Disclosure Package and Final Prospectus.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did not 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 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) date and (C) on the each 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 required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iiiprovided, however, that such Selling Stockholder makes no representation pursuant to this Section 2(b)(iv) as of except with respect to the Applicable Timestatements set forth in the Initial Registration Statement, neither the Additional Registration Statement, the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or under the General Disclosure Package are based upon written information furnished captions “Prospectus Summary—Our Principal Stockholder” and “Principal and Selling Stockholders” (with respect only to footnote (2) to the Company by table contained in such section) (such statements, the “Selling Shareholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this AgreementStockholder Information”).

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to the Offered Securities and (B) on the Closing Dateeach Applicable Time, the Registration Statement or any post-effective amendment thereto complied and will comply in all respects to the requirements of the Securities Act and the Securities Act Regulations thereunder, and did not, does not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein omitted, omits or necessary to make the statements therein not misleading; (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iiiB) the Prospectus and each amendment or supplement thereto, as of their respective issue dates, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations thereunder, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectusincluded, when considered together with the General Disclosure Package, included includes or will include any an untrue statement of a material fact or omitted omitted, omits or will omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoingThe foregoing shall not apply to statements in, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statementfrom, the Final Prospectus or the General Disclosure Package are based upon written any such document made in reliance upon, and in conformity with, information furnished to the Company by such Selling Shareholder the Agent specifically for use therein; it being understood that in the only such information furnished in writing preparation thereof. The Prospectus delivered to the Company by the Selling Shareholders specifically Agent for use therein is that information described in Section 9(b) connection with the offering of this Agreement.the Placement Shares was or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to time the Offered Securities and 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 Time of Sale and (D) on the each Closing Date, the Registration Statement 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 of the Final Prospectus pursuant to Rule 424(b) and (C) on the each Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder the Underwriter specifically for use therein; , it being understood and agreed that the only such information is that described as such in Section 7(c) hereof. Notwithstanding anything to the contrary, with respect to each Selling Securityholder, the first sentence of this subsection (e) applies only to statements in or omissions from any Registration Statement, Time of Sale Information or the Prospectus that are made in reliance upon and in conformity with information furnished in writing to the Company by the such Selling Shareholders specifically Securityholder expressly for use therein is (“Selling Securityholder Information”), it being understood and agreed that the only Selling Securityholder Information consists solely of the information described provided by and relating to such Selling Securityholder (excluding percentages) appearing under the caption “Selling Stockholders” in Section 9(b) any Time of this AgreementSale Information or the Prospectus.

Compliance with Securities 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 Securities, and (BD) on the each 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) on the each 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 required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, . The preceding sentence does not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit apply to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx” and together with Credit Suisse, the “Representatives”) specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to the Offered Securities and (B) on the Closing DateThe Registration Statement, the Registration Statement when it became effective, did not and contain and, as amended or supplemented, if applicable, will not include contain any untrue statement of a material fact relating to such Seller Shareholder or omit to state any a material fact required to be stated therein or necessary to make the statements therein relating to such Selling Shareholder not misleading; , (ii) (A) on its datethe Time of Sale Prospectus does not, (B) and at the time of filing each sale of the Final Shares in connection with the offering when the Prospectus pursuant is not yet available to Rule 424(b) prospective purchasers and (C) on at the Closing Date, the Final Prospectus Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not include not, contain any untrue statement of a material fact relating to such Selling Shareholder or omit to state any a material fact required to be stated therein or necessary to make the statements thereintherein relating to such Selling Shareholder, in the light of the circumstances under which they were made, not misleading; and , (iii) the Prospectus does not contain and, as of the Applicable Timeamended or supplemented, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectusif applicable, when considered together with the General Disclosure Package, included or will include not contain any untrue statement of a material fact relating to such Selling Shareholder or omitted or will omit to state any a material fact necessary in order to make the statements thereintherein relating to such Selling Shareholder, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except that the representations and warranties set forth in this Section 3(e) shall paragraph do not apply only to the extent that any statements in or omissions from in the Registration Statement, the Final Time of Sale Prospectus or the General Disclosure Package are Prospectus based upon written information relating to any Underwriter furnished to the Company in writing by such Selling Shareholder specifically Underwriter through you expressly for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this Agreement.

Compliance with Securities Act Requirements. (i) On the (A) At Effective Date of the Effective Time relating to the Offered Securities and (B) on the Closing DateInitial Registration Statement, the Initial Registration Statement 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; (ii) (A) on its date, (B) at Effective Date of the time of filing the Final Prospectus pursuant to Rule 424(b) and Additional Registration Statement (C) on the Closing Dateif any), the Final Prospectus each Registration Statement did not include, or will not include include, any untrue statement of a material fact and did not omit, or omit will not omit, to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading and (C) date of this Agreement, in the light Initial Registration Statement and, if the Effective Time of the circumstances under which they were madeAdditional Registration Statement is prior to the execution and delivery of this Agreement, not misleading; and (iii) as the Additional Registration Statement and, at the time of filing of the Applicable TimeProspectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, neither and on each Closing Date, each Registration Statement and the General Disclosure Package nor any individual Limited Use Issuer Free Writing ProspectusProspectus do not include, when considered together with the General Disclosure Package, included or will include not include, any untrue statement of a material fact or omitted do not omit, or will omit not omit, to state any 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. Notwithstanding the foregoing, the representations and warranties in this Section 3(esection 2(b)(ii) shall apply only to the extent that any statements in or omissions from the a Registration Statement, the Final Prospectus Statement or the General Disclosure Package Prospectus are based upon written information furnished to the Company by such the Selling Shareholder Stockholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders Stockholder specifically for use therein is that information described in Section 9(b8(b) of this Agreement.

Compliance with Securities Act Requirements. (i) (A) At the time that the Registration Statement initially became effective, (B) at the time of each amendment thereto for 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 time that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Offered Securities, (D) at the Effective Time relating to the Offered Securities and (BE) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act, the Trust Indenture 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding The preceding sentence does not apply to (x) that part of the foregoingRegistration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, the representations and warranties in this Section 3(eor (y) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished referred to in writing to the Company by the Selling Shareholders specifically for use therein this clause (y) is that information described as such in Section 9(b8(b) of this Agreementhereof.

Compliance with Securities 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 Securities, and (BD) on the each 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) on the each 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 required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, . The preceding sentence does not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit apply to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. LLC (“Mxxxxx Sxxxxxx” and together with Credit Suisse, the “Representatives”) specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to the Offered Securities and (B) on the Closing Dateeach Applicable Time, the Registration Statement or any post-effective amendment thereto complied and will comply in all respects to the requirements of the Securities Act and the Securities Act Regulations thereunder, and did not, does not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein omitted, omits or necessary to make the statements therein not misleading; (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iiiB) the Prospectus and each amendment or supplement thereto, as of their respective issue dates, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations thereunder, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectusincluded, when considered together with the General Disclosure Package, included includes or will include any an untrue statement of a material fact or omitted omitted, omits or will omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoingThe foregoing shall not apply to statements in, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statementfrom, the Final Prospectus or the General Disclosure Package are based upon written any such document made in reliance upon, and in conformity with, information furnished to the Company Transaction Entities by such Selling Shareholder an Agent specifically for use therein; it being understood that in the only such information furnished in writing preparation thereof. The Prospectus delivered to the Company by the Selling Shareholders specifically Agents for use therein is that information described in Section 9(b) connection with the offering of this Agreement.the Placement Shares was or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities 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 Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) on the Effective Time Date relating to the Offered Securities and (BD) on the Closing Date, the Registration Statement conformed and will conform in all respects to the requirements of the Securities Act, the Trust Indenture 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all respects to the requirements of the Securities Act, the Trust Indenture 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit . The preceding sentence does not apply to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company Partnership by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did not and the Additional Registration Statement (if any) 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; misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the foregoingCompany by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(c) hereof, and with respect to a Non-Management Selling Stockholder only, the representations and warranties in this Section 3(e) shall apply preceding sentence applies only to the extent that any statements in or omissions from the a Registration Statement, the Final Prospectus, any Statutory Prospectus or the General Disclosure Package any amendments or supplements thereto are based upon on written information furnished to the Company by such Non-Management Selling Shareholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this AgreementStockholder.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) 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 (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) The preceding sentence shall only apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such each Selling Shareholder specifically Stockholder expressly for use therein; , it being understood and agreed that the only such written information furnished in writing to the Company by the each Selling Shareholders specifically Stockholder expressly for use therein in the Registration Statement, any Statutory Prospectus, the Final Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus is that the information described relating to such Selling Stockholder set forth in Section 9(b) the table set forth in the Principal and Selling Stockholder section of this Agreementany of the foregoing.

Compliance with Securities Act Requirements. (i) (A) At the time that the Registration Statement initially became effective, (B) at the time of each amendment thereto for 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 time that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Offered Securities, (D) at the Effective Time relating to the Offered Securities and (BE) on 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding The preceding sentence does not apply to (x) that part of the foregoingRegistration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, the representations and warranties in this Section 3(eor (y) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished referred to in writing to the Company by the Selling Shareholders specifically for use therein this clause (y) is that information described as such in Section 9(b8(b) of this Agreementhereof.

Compliance with Securities 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 (BD) on 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding The preceding sentence does not apply to (i) that part of the foregoing, Registration Statement which will constitute the representations Statement of Eligibility and warranties in this Section 3(eQualification (Form T-1) shall apply only to under the extent that any Trust Indenture Act of the Trustee or (ii) statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the Effective Time time of the filing of the Registration Statement, (B) at the time of the most recent 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 time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163 and (BD) on 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives, if any, specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this Agreement.

Compliance with Securities 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 Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (BD) on the Closing Date, the Registration Statement conformed and will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations thereunder 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations thereunder, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(eThe preceding sentence does not apply to (x) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to consists of the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) hereof or (y) that part of this Agreementthe Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee.

Compliance with Securities Act Requirements. Neither the Commission nor any state or other jurisdiction or other regulatory body has issued, and neither is, to the knowledge of the Company, threatening to issue, any stop order under the Act or other order suspending the effectiveness of the Registration Statement. (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 (BD) on the Closing Date, the Registration Statement conformed and will conform in all respects to the requirements of the Act, the Trust Indenture 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all respects to the requirements of the Act, the Trust Indenture 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representative specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) of this Agreementhereof.

Compliance with Securities 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 (BD) on the Closing Date, the Registration Statement 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 of the Final Prospectus pursuant to Rule 424(b) and (C) on the each Closing Date, the Final Prospectus 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, therein in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representative specifically for use therein; , it being understood and agreed that the only such information is that described as such in Section 8(c) hereof. Notwithstanding anything to the contrary, with respect to each Selling Stockholder, the first sentence of this subsection (d) applies only to statements in or omissions from any Registration Statement, Statutory Prospectus or the Final Prospectus that are made in reliance upon and in conformity with information furnished in writing to the Company by the such Selling Shareholders specifically Stockholder expressly for use therein is (“Selling Stockholder Information”), it being understood and agreed that the only Selling Stockholder Information consists solely of the information described relating to such Selling Stockholder under the caption “Selling Stockholders” in Section 9(b) of this Agreementany Statutory Prospectus or the Final Prospectus.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each Closing Date, each Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations, (ii) at their respective Effective Times, each Registration Statement 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) (Aiii) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will conform in all 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder (A) any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in writing to the Company by the Section 8(c) hereof of or (B) any Selling Shareholders Stockholder specifically for use therein is therein, it being understood and agreed that the only such information furnished by a Selling Stockholder consists of the information described as such in Section 9(b8(c) of this Agreementhereof.

Compliance with Securities Act Requirements. (i1) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each 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 applicable requirements of the Act , and (2) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Registration Statement did not Final Prospectus will conform in all material respects to the applicable 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 to make the statements therein not misleading; . The preceding sentence (iix) (A) on its date, (B) at the time of filing the Final Prospectus pursuant with respect to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply Selling Stockholder applies only to the extent that any statements in or omissions from the a Registration Statement, Statement or the Final Prospectus are based on written information concerning such Selling Stockholder furnished to the Company by such Selling Stockholder specifically for use therein (any written information concerning any Selling Stockholder furnished to the Company by such Selling Stockholder specifically for such use being referred to as the “Selling Stockholder Information”) and (y) does not apply to statements in or the General Disclosure Package are omissions from any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(c) of this Agreementhereof.

Compliance with Securities 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 (BD) on the Closing Date, the Registration Statement conformed and will conform in all 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply The preceding sentence applies only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus, any Statutory Prospectus or the General Disclosure Package any amendments or supplements thereto are based upon on written information relating to a Selling Stockholder furnished to the Company by such Selling Shareholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically Stockholder expressly for use therein is that information described in Section 9(b) of this Agreementtherein.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each 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 applicable requirements of the Act and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Registration Statement did not Final Prospectus will conform in all material respects to the applicable 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 to make the statements therein not misleading; . The preceding sentence (iix) (A) on its date, (B) at the time of filing the Final Prospectus pursuant with respect to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply Selling Stockholder applies only to the extent that any statements in or omissions from the a Registration Statement, Statement or the Final Prospectus are based on written information concerning such Selling Stockholder furnished to the Company by such Selling Stockholder specifically for use therein (any written information concerning any Selling Stockholder furnished to the Company by such Selling Stockholder specifically for such use being referred to as the “Selling Stockholder Information”) and (y) does not apply to statements in or the General Disclosure Package are omissions from any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representative specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(c) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the Effective 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 the Time of Sale relating to the Offered Securities and (B) on the Closing DateSecurities, the Registration Statement conformed in all material respects to the requirements of the Act, the Trust Indenture 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; misleading and (ii) (A) on its date, date and (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and . The preceding sentence does not apply to (iiii) as that part of the Applicable Time, neither Registration Statement that constitutes the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement Statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light Eligibility and Qualification (Form T-1) of the circumstances Trustee under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(eTrustee Indenture Act or (ii) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representative specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b) hereof. Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the General Disclosure Package and the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of this Agreementthe Commission thereunder.

Compliance with Securities 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 filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (BD) on the Closing Date, the Registration Statement complied and will comply as to form in all material respects with the requirements of the Act, the Trust Indenture 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will comply as to form in all material respects with the requirements of the Act, the Trust Indenture 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) of this Agreementhereof (the “Underwriters’ Disclosure Information”).

Compliance with Securities 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 Securities, and (BD) on the each 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) on the each 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC (collectively, the “Representatives”) specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the Effective Time relating to the Offered Securities and (B) on the each Closing Date, the Registration Statement 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, date and (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the each 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 required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Timeprovided, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectushowever, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit that such Selling Stockholder makes no representation pursuant to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e2(b)(iv) shall apply except (y) with respect only to the extent that any SEP Funds, the statements set forth in or omissions from the Registration Statement, the General Disclosure Package or the Final Prospectus, as applicable, under the caption “Prospectus or Supplement Summary—Our Principal Stockholder” and (z) with respect to the statements set forth in the Registration Statement, the General Disclosure Package are based upon written information furnished or the Final Prospectus, as applicable, under the caption “Selling Stockholders”, but, with respect to the Company by SEP Funds, as applicable, only with respect to footnotes (2) and (3) and the corresponding line items in the table contained in such Selling Shareholder specifically for use therein; it being understood that the only such information furnished in writing section as they relate to the Company by SEP Funds and, with respect to Xxxx X. Xxxxxxxxx, only with respect to footnote (4) and the corresponding line item in the table contained in such section as it relates to Xxxx X. Xxxxxxxxx (such statements in (y) and (z), except percentages, the “Selling Shareholders specifically for use therein is that information described in Section 9(b) of this AgreementStockholder Information”).

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each 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 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 (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(eThe preceding sentence does not apply to (i) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished is that described as such in writing Section 8(b) hereof; or (ii) omission of certain financial statement information required by Rule 3-05 of Regulation S-X of the Securities Act related to the Company’s acquisition of Planned Benefit Systems on August 31, 2010 and of FBMC Tax Favored Accounts Division, a division of Fringe Benefits Management Company, Inc., on November 30, 2010, as described in a waiver letter from the Commission addressed to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this Agreementdated January 26, 2011.

Compliance with Securities Act Requirements. (i) (A) At the Effective 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 Time relating to the Offered Securities of Sale and (BD) on the Closing Date, the Registration Statement 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 of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter specifically for use therein; , it being understood and agreed that the only such information is that described as such in Section 7(c) hereof. Notwithstanding anything to the contrary, with respect to each Selling Securityholder, the first sentence of this subsection (e) applies only to statements in or omissions from any Registration Statement, Time of Sale Information or the Prospectus that are made in reliance upon and in conformity with information furnished in writing to the Company by the such Selling Shareholders specifically Securityholder expressly for use therein is (“Selling Securityholder Information”), it being understood and agreed that the only Selling Securityholder Information consists solely of the information described provided by and relating to such Selling Securityholder (excluding percentages) appearing under the caption “Selling Stockholders” in Section 9(b) any Time of this AgreementSale Information or the Prospectus.

Compliance with Securities Act Requirements. (i) (A) At the Effective Time time and filing of the Registration Statement, (B) at the time of the most recent 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 time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163 and (BD) on the Closing Date, the Registration Statement conformed and will conform in all 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder the Underwriter, if any, specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this Agreement.;

Compliance with Securities Act Requirements. (i) ) (A) At the Effective Time time and filing of the Registration Statement, (B) at the time of the most recent 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 time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163 and (BD) on the Closing Date, the Registration Statement conformed and will conform in all 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives, if any, specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 9(b) of this Agreement.

Compliance with Securities 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 such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (BD) on the each Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act, the Trust Indenture 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture 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 to make the statements therein, therein in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each Closing Date, each Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations, (ii) at their respective Effective Times, each Registration Statement 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) (Aiii) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will conform in all 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall The preceding sentence does not apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder (A) any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in writing to the Company by the Section 8(c) hereof or (B) any Selling Shareholders Stockholder specifically for use therein is therein, it being understood and agreed that the only such information furnished by a Selling Stockholder consists of the information described as such in Section 9(b8(c) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the their respective Effective Time relating to the Offered Securities and Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all respects to the requirements of the Act 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; misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will conform in all 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 to make the statements therein, in therein not misleading. The preceding sentence applies only to the light written information furnished to the Company by or on behalf of the circumstances Selling Stockholder for use under which they were made, not misleading; the captions “Prospectus Summary—About the Selling Security Holder and (iii) as of the Applicable Time, neither Secondary Offering” and “Principal and Selling Stockholders” in the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with and the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit Final Prospectus and does not apply to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this Section 3(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, the Final Prospectus or the General Disclosure Package are any such document based upon written information furnished to the Company by such Selling Shareholder any Underwriter through the Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described as such in Section 9(b8(c) of this Agreementhereof.