Common use of Compliance with Securities Act Requirements Clause in Contracts

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 (D) 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; (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on 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 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 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 the Selling Stockholders specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described in Section 8(b) of this Agreement.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) on the date of this Agreement and (C) on the Closing Date (as defined below), each of the Initial Registration Statement and the 462(b) 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 each amendment thereto for the purposes of complying with Section 10(a)(3) filing of the Act Prospectus pursuant to Rule 424(b) or (whether by post effective amendment, incorporated report or form of prospectus), (Cif no such filing is required) at the Effective Time relating to of the Offered Securities 462(b) Registration Statement in which the Prospectus is included, and (D) on each the Closing Date, the Registration Statement did not 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 the Underwriter specifically for use therein. Notwithstanding anything in this paragraph (iiiv) (A) on its dateto the contrary, (B) at with respect to the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on each Closing DateSelling 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 not misleading; and this paragraph (iiiiv) 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 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 the Selling Stockholder that is furnished to the Company by or on behalf of the Selling Stockholders 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 the Company by Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption “Selling Stockholders specifically for use therein is that information described in Section 8(b) of this AgreementStockholder” (the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. (i) (A) (I) At the time the Registration Statement initially became effectivetheir respective Effective Times, (BII) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities this Agreement and (DIII) on each 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 each 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 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 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 the Selling Stockholders 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 Stockholders specifically for use therein is that information described in Section 8(b) of this AgreementUnderwriter.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) 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 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; (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 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 not misleading; and (iii) as therein, in light of the Applicable Timecircumstances under which they were made, 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 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 any Underwriter through the Selling Stockholders Representative specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(b) hereof. The Company and the Company’s parent company, Compuware Corporation, a Michigan corporation (“Compuware”), had a reasonable basis for, and made in good faith, each “forward-looking statement” (within the meaning of this AgreementSection 27A of the Securities Act or Section 21E of the Exchange Act) contained in the Initial Registration Statement and the Additional Registration Statement (if any), in each case at the time such “forward-looking statement” was made.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and, as applicable, will conform in all material respects to the requirements of the Act and the Rules and Regulations, (ii) at their respective Effective Times, each of the Initial Registration Statement and the Additional Registration Statement (if any) did not and, as applicable, 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, (iii) 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 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; , and (ii) (Aiv) on its datethe date of this Agreement, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) their respective Effective Times or issue dates and (C) on each Closing Date, the Final Prospectus will not include Prospectus, any untrue statement of a material fact or omit to state Statutory Prospectus, and any material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) as of the Applicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing ProspectusProspectus complied or comply in all material respects, when considered together and such documents and any further amendments or supplements thereto will comply in all material respects, with any applicable laws or regulations of foreign jurisdictions in which such is distributed in connection with any offer and sale of Directed Shares outside the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit Unites States. The preceding sentence does not apply to state any material fact necessary in order to make the statements therein 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 any Underwriter through the Selling Stockholders Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (Ai)(A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) 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 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 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 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 any Underwriter through the Selling Stockholders Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(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 time the Registration Statement initially became effectiveeffective 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 post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on each 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 each 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 not misleading; and (iii) as therein, in light of the Applicable Timecircumstances under which they were made, 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 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 any Underwriter through the Selling Stockholders Representative specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) 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 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 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 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 not misleading; and (iii) as therein, in light of the Applicable Timecircumstances under which they were made, 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 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 (i) written information furnished to the Company by any Underwriter through the Selling Stockholders 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 (ii) written information furnished in writing to the Company by the a Selling Stockholders Stockholder specifically for use therein therein, it being understood and agreed that the only such information is that information described (x) with respect to such Selling Stockholder that appears in Section 8(bthe table (excluding percentages but including corresponding footnotes) of this Agreementunder the heading “Principal and Selling Stockholders” and (y) with respect to such Selling Stockholder, other than Xxxxxx X. Xxxxxxx, that appears in the first and second paragraphs under the heading “Ares Management” (collectively, the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. (i) (A) At the time the U.S. 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 post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Bid Letter Time, the Applicable Time relating to and on the Offered Securities and (D) on each Closing Date, the U.S. Registration Statement conformed and will conform in all material 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 therein, in the light of the circumstances under which they were made, not misleading; (ii) (A) on . On its date, (B) at the time of filing the Final U.S. Prospectus pursuant to Rule 424(b) under the Securities Act and (C) on each the Closing Date, the Final U.S. 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 not misleading; and (iii) as therein, in light of the Applicable Timecircumstances under which they were made, 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 not misleading. Notwithstanding the foregoing, the representations and warranties in this section 3(e) shall The preceding sentences 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 based any such document made in reliance upon and in conformity with written information furnished to BIP by any Underwriter through the Company by the Selling Stockholders specifically Representatives expressly for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as “Underwriting Information” in Section 8(b) of this Agreement17.3 hereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) 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 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 not misleading; and (iii) as in light 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 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 any Underwriter through the Selling Stockholders 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 Stockholders 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 8(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, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post post-effective amendment, incorporated report 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 (D) on each 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 each 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 not misleading; and (iii) as therein, in light of the Applicable Timecircumstances under which they were made, 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 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 any Underwriter through the Selling Stockholders Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section Subsection 8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective(I) On their respective Effective Dates, (BII) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities this Agreement and (DIII) 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 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 not misleading; . With regard to the Onex Stockholders 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 not misleading. Notwithstanding the foregoingOther 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 the such Selling Stockholders 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 Stockholders specifically for use therein is that information described as such in Section 8(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 their respective Effective Time relating to the Offered Securities Times and (D) on 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 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 not misleading; and (iii) as therein, in the light of the Applicable Timecircumstances under which they were made, 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 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 the such Group I Selling Stockholders 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 Stockholders specifically for use therein is that information described in Section 8(b) of this AgreementGeneral Disclosure Package and Final Prospectus.

Compliance with Securities Act Requirements. (i) (A) At the time of the filing of the Registration Statement initially became effectiveStatement, (B) at the time of each the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time 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 (D) on each 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 each 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 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 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 any such document in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Selling Stockholders Representatives specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described in Section 8(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 post- effective amendment, incorporated report or form of prospectus), (C) at the Effective Applicable Time relating to the Offered Securities Shares and (D) on each 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus final prospectus pursuant to Rule 424(b) and (C) on each the Closing Date, the Final Prospectus 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 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 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 any such document that are made in reliance upon and in conformity with the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to the Company by the Selling Stockholders specifically Stockholder expressly for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is Stockholder consists of the Selling Stockholder Information. Each Underwriter, the Company and the Selling Stockholder agree that the “Selling Stockholder Information” consists solely of (i) the name, address and number of shares of Common Stock owned by the Selling Stockholder, before and after the offering, and (ii) the other information described with respect to the Selling Stockholder that appears in Section 8(bthe tables (and corresponding footnotes) of this Agreementunder the captions “Selling Stockholder” and/or “Selling Holders,” in each case, in the Registration Statement, the General Disclosure Package, the Prospectus or in any Issuer Free Writing Prospectus, as applicable.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effectiveEffective Time, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) on each Closing Date, the Registration Statement and any additional 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 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 not misleading; misleading and (iii) as on its date, at the time of filing of the Preliminary Prospectus Supplement 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 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 not include any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, that no representation or warranty is made as to information contained in or omitted from such Registration Statement, Preliminary Prospectus Supplement, General Disclosure Package or Final Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriters specifically for inclusion therein, which information is specified in Section 9(c). 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 General Disclosure Package, the Final Prospectus, any Statutory Prospectus or the General Disclosure Package any amendments or supplements thereto are based upon on written information furnished by the Selling Stockholders to the Company expressly for use therein. For purposes of this Section 3(c), the parties hereto agree that the only information furnished to the Company by the Selling Stockholders specifically for use therein; it being understood that is the only information about such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described set forth under the caption entitled “Selling Stockholders” in Section 8(b) of this Agreementthe foregoing documents.

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 the purposes of complying with Section 10(a)(3) of the Act (whether by post 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 (DE) on each 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 each 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 not misleading; and . The preceding sentence does not apply to (iiix) as that part of the Applicable TimeRegistration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, 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 not misleading. Notwithstanding the foregoing, the representations and warranties in this section 3(e(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 any Underwriter through the Selling Stockholders 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 Stockholders specifically for use therein this clause (y) is that information described as such in Section 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 and (D) on each 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 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 not misleading; and (iii) as in light 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 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 any Underwriter through the Selling Stockholders 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 Stockholders 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 8(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, (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 post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on each 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 each 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 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 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 any Underwriter through the Selling Stockholders 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 Stockholders specifically for use therein is that information described as such in Section 8(b) hereof or (y) that part of this Agreementthe Registration Statement that 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) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Closing Time 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 relating of the Additional Registration Statement in which the Final Prospectus is included, and at the Closing Time and on each Date of Delivery, the Final Prospectus will conform in all material respects to the Offered Securities requirements of the Act and (D) on each Closing Date, the Registration Statement did not 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 each Closing DateSelling 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 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 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 the or on behalf of such Selling Stockholders 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 Company by table (and corresponding footnotes) under the caption "Principal and Selling Stockholders specifically for use therein is 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 described contained in Section 8(bany Registration Statement or any Statutory Prospectus describing (x) WP's agreements with Xxxx Xxxxx or performance thereunder, (y) WP's guarantee in favor of this Agreement.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:

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 post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on each 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 each 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 not misleading; and (iii) as therein, in the light of the Applicable Timecircumstances under which they were made, 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 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 any Underwriter through the Selling Stockholders Representative specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(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 their respective Effective Times, each of the time the Initial Registration Statement initially became effectiveand the Additional Registration Statement (if any) conformed and will conform in all material respects to the applicable requirements of the Act and the Rules and Regulations and do not include and will not include any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (ii) on its date, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) filing of the Act Final Prospectus pursuant to Rule 424(b) or (whether by post effective amendment, incorporated report or form of prospectus), (Cif no such filing is required) at the Effective Time relating to of the Offered Securities Additional Registration Statement in which the Final Prospectus is included, and (D) 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; (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on 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 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 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 (A) any statements set forth under the captions "Principal and Selling Stockholders" (consisting of the name and address, number of shares and related footnotes to the table contained in such section), "Certain Relationships and Related Party Transactions" and only with respect to Xxxxxx X. Xxxxxx and B. Xxxx Xxxxx, each an executive officer of the Company (each an "Executive Officer Selling Stockholder"), any statement set forth under the caption "Management" (consisting of biographical information regarding each Executive Officer Selling Stockholder), or (B) omissions from the information under such captions in a Registration Statement, Statement or the Final Prospectus or the General Disclosure Package Prospectus, in each case of (A) and (B), are based upon on written information concerning such Selling Stockholder furnished to the Company by the such Selling Stockholders Stockholder specifically for use therein; it being understood that the only such therein (any written information concerning any Selling Stockholder furnished in writing to the Company by the such Selling Stockholders Stockholder specifically for such use therein is that information described in Section 8(b) of this Agreementbeing referred to as the "Selling Stockholder Information").

Compliance with Securities Act Requirements. (i) (A) At the time the U.S. 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 Bid Letter Time, the Applicable Time relating to and on the Offered Securities and (D) on each Closing Date, the U.S. Registration Statement conformed and will conform in all material 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, in the light of the circumstances under which they were made, not misleading. On its date, at the time of filing the U.S. Prospectus pursuant to Rule 424(b) under the Securities Act and on the Closing Date, the U.S. 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 not misleading; (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant . The preceding sentences do not apply to Rule 424(b) and (C) on 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 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 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 any such document made in reliance upon and in conformity with written information furnished to BIP by any Underwriter through the Company by the Selling Stockholders specifically Representatives expressly for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(b) of this Agreementsection 17.3 hereof.

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 post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on each 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 each 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 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 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 any Underwriter through the Selling Stockholders Representative specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(b) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effectiveEffective Time, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at on the Effective Time relating to the Offered Securities and (D) on each Closing Date, the Registration Statement and any additional 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 each 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 not misleading; misleading and (iii) as on its date, at the time of filing of the Preliminary Prospectus Supplement 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 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 not include any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, that no representation or warranty is made as to information contained in or omitted from such Registration Statement, Preliminary Prospectus Supplement, General Disclosure Package or Final Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for inclusion therein, which information is specified in Section 9(c). 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 General Disclosure Package, the Final Prospectus, any Statutory Prospectus or the General Disclosure Package any amendments or supplements thereto are based upon on written information furnished by the Selling Stockholders to the Company expressly for use therein. For purposes of this Section 3(c), the parties hereto agree that the only information furnished to the Company by the Selling Stockholders specifically for use therein; it being understood that is the only information about such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described set forth under the caption entitled “Selling Stockholders” in Section 8(b) of this Agreementthe foregoing documents.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) 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 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 not misleading; and (iii) as therein, in light of the Applicable Timecircumstances in which they were made, 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 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 the each Selling Stockholders 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 Stockholders 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 8(b) the table set forth in the Principal and Selling Stockholder section of this Agreementany of the foregoing.

Compliance with Securities Act Requirements. (i) On the (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) Effective Date of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on each 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) Effective Date of the Additional Registration Statement (if any), each Registration Statement did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (C) date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement and, 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 Prospectus is included, and (C) on each Closing Date, each Registration Statement and the Final Prospectus do not include, or will not include include, any untrue statement of a material fact or omit do not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements 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 not misleading. Notwithstanding the foregoing, the representations and warranties in this section 3(e2(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 the Selling Stockholders Stockholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the Selling Stockholders Stockholder specifically for use therein is that information described in Section 8(b) of this Agreement.

Compliance with Securities Act Requirements. (i) (A) At On the time Effective Date of the Initial Registration Statement, the Initial Registration Statement initially became effective, (B) at conformed in all material respects to the time of each amendment thereto for the purposes of complying with Section 10(a)(3) requirements of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at and the Effective Time relating to the Offered Securities Rules and (D) on each Closing Date, the Registration Statement 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; (ii) (A) on its date, (B) at on the time Effective Date of filing the Final Prospectus pursuant Additional Registration Statement (if any), each Registration Statement conformed or will conform, in all material respects to Rule 424(b) the requirements of the Act and (C) on each Closing Datethe Rules and Regulations and did not include, the Final Prospectus 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 therein not misleading; , and (iiiC) as on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Applicable TimeAdditional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the 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 Prospectus is included, and on each Closing Date, the Prospectus will conform, in all material respects to the requirements of the Act and the Rules and Regulations, and neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectusof such documents includes, when considered together with the General Disclosure Package, included or will include include, any untrue statement of a material fact or omitted omits, or will omit omit, to state any material fact required to be stated therein or necessary in order to make the statements 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 a Registration Statement, the Final Prospectus Statement or the General Disclosure Package are Prospectus based upon written information furnished to the Company by any Underwriter through the Selling Stockholders Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(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 Securities Act (whether by post post-effective amendment, incorporated report or form of prospectus), (C) at on the Effective Time Date relating to the Offered Securities and (D) on each 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 each 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 not misleading; and (iii) as therein, in the light of the Applicable Timecircumstances under which they were made, 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 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 Partnership by any Underwriter through the Selling Stockholders Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 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 post-effective amendment, incorporated report or form of prospectus), ) and (C) at the Effective Time of Sale relating to the Offered Securities Securities, 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 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 (Dii) (A) on each its date and (B) on the 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 therein, in the light of the circumstances under which they were made, not misleading; . The preceding sentence does not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trustee Indenture Act or (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on 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 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 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 any Underwriter through the Selling Stockholders Representative specifically for use therein; , it being understood and agreed that the only such information furnished is that described as such in writing Section 9(b) hereof. Each document, if any, filed or to be filed pursuant to the Company Exchange Act and incorporated by reference in the Selling Stockholders specifically for use therein is that information described General Disclosure Package and the Final Prospectus complied or will comply when so filed in Section 8(b) 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 1933 Act (whether by post post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Applicable Time relating to the Offered Securities Shares and (D) on each 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; misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus final prospectus pursuant to Rule 424(b) and (C) on each the Closing Date, the Final Prospectus 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 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 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 any such document that are made in reliance upon and in conformity with the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to the Company by the Selling Stockholders specifically Stockholder expressly for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is Stockholder consists of the Selling Stockholder Information. Each Underwriter, the Company and the Selling Stockholder agree that the “Selling Stockholder Information” consists solely of (i) the name, address and number of shares of Common Stock owned by the Selling Stockholder, before and after the offering, and (ii) the other information described with respect to the Selling Stockholder that appears in Section 8(bthe tables (and corresponding footnotes) of this Agreementunder the captions “Selling Stockholder” and/or “Selling Holders,” in each case, in the Registration Statement, the General Disclosure Package, the Prospectus or in any Issuer Free Writing Prospectus, as applicable.

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 (DB) 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, date and (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on 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 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 therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, the representations and warranties in however, that such Selling Stockholder makes no representation pursuant to this section 3(eSection 2(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 Selling Stockholders specifically for use therein; it being understood that corresponding line items in the only table contained in 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 Stockholders specifically for use therein is that information described in Section 8(b) of this AgreementStockholder Information”).

Compliance with Securities Act Requirements. (iA) (A1) At the time the Registration Statement initially became effective, (B2) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post post-effective amendment, incorporated report or form of prospectus), (C3) at the Effective Time relating to the Offered Securities and on the date of this Agreement and (D4) on each 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; misleading and (ii) (AB) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on each 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 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 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 any Underwriter through the Selling Stockholders Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(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 time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on each 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 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 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 not misleading. Notwithstanding the foregoing, the representations and warranties in this section 3(e3(d) 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 the such Selling Stockholders Stockholder specifically for use therein; it being understood that the only such information furnished in writing to the Company by the such Selling Stockholders Stockholder specifically for use therein is that information described in Section 8(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 post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on each 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 each 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 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 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 any Underwriter through the Selling Stockholders 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 Stockholders specifically for use therein is that information described as such in Section 8(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) (A) At the time the Registration Statement initially became effectiveEffective Time, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) on each Closing Date, the Registration Statement and any additional 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 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 not misleading; misleading and (iii) as on its date, at the time of filing of the Preliminary Prospectus Supplement 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 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 not include any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, that no representation or warranty is made as to information contained in or omitted from such Registration Statement, Preliminary Prospectus Supplement, General Disclosure Package or Final Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for inclusion therein, which information is specified in Section 9(c). 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 General Disclosure Package, the Final Prospectus, any Statutory Prospectus or the General Disclosure Package any amendments or supplements thereto are based upon on written information furnished by the Selling Stockholders to the Company expressly for use therein. For purposes of this Section 3(c), the parties hereto agree that the only information furnished to the Company by the Selling Stockholders specifically for use therein; it being understood that is the only information about such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described set forth under the caption entitled “Selling Stockholders” in Section 8(b) of this Agreementthe foregoing documents.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement Post-Effective Amendment initially became effective, (B) at the time of each amendment thereto 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 post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on each 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 each 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 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 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 any Underwriter through the Selling Stockholders 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 Stockholders specifically for use therein is that information described as such in Section 8(b) of this the Terms Agreement.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) on each Closing Date, each of the Initial Registration Statement, the ADS 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 (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 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; , and (ii) (Aiii) on its datethe date of this Agreement, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) their respective Effective Times or issue dates and (C) on each Closing Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus complied or comply, and such documents and any further amendments or supplements thereto will not include comply, with any untrue statement applicable laws or regulations of a material fact foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or omit to state any material fact required to be stated therein or necessary to make the statements 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 as amended or supplemented, if applicable, are distributed in connection with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit Directed Share Program. The preceding sentence does not apply to state any material fact necessary in order to make the statements therein 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 any Underwriter through the Selling Stockholders Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(b8(c) of this Agreementhereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement Post-Effective Amendment initially became effective, (B) at the time of each amendment thereto 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 post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and Securities, (D) on each Closing DateRepresentation Date and (E) if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms Agreement, 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 each Closing DateRepresentation Date and (D) if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms Agreement, 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 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 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 Issuer by the Selling Stockholders Distributor specifically for use therein; , it being understood that and agreed that, if there is any Terms Agreement, the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(b) of this the Terms Agreement.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effectiveEffective Time, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at on the Effective Time relating to the Offered Securities and (D) on each Closing Date, the Registration Statement did and the Base Prospectus 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) on its date, at the time of filing of the Prospectus pursuant to Rule 424(b) and on the Closing Date, the 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 not misleading; (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant . The preceding sentence does not apply to Rule 424(b) and (C) on 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 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 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 the Selling Stockholders Underwriter specifically for use therein; , it being understood and agreed that the only such information furnished is that described as such in writing Section 9(c) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the Company by use of Form S-3 in connection with the Selling Stockholders specifically for use therein is that information described in Section 8(b) offering and sale of this Agreementthe Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effectivetheir respective Effective Times, (B) at on the time date of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) 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 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 not misleading; and (iii) as . The preceding sentence applies only to the written information furnished to the Company by or on behalf of the Applicable Time, neither Selling Stockholder for use under the captions “Prospectus Summary—About the Selling Security Holder and the 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 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 any Underwriter through the Selling Stockholders Representatives specifically for use therein; , it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(b8(c) of this Agreementhereof.