Common use of Representations and Warranties of the Selling Securityholder Clause in Contracts

Representations and Warranties of the Selling Securityholder. The Selling Securityholder represents and warrants to, and agrees with, the Underwriter that: (a) The Selling Securityholder has full legal right, power and authority (corporate or other) to enter into this Agreement and to sell, assign, transfer and deliver to the Underwriter the Shares to be sold by the Selling Securityholder hereunder in accordance with the terms of this Agreement; the execution and delivery of this Agreement have been duly authorized and approved by all necessary corporate or other action of the Selling Securityholder; and this Agreement has been duly executed and delivered by the Selling Securityholder and is the valid and binding agreement of the Selling Securityholder, enforceable against the Selling Securityholder in accordance with its terms. (b) The Selling Securityholder has good and valid title to the Shares to be sold by the Selling Securityholder hereunder, and such Shares are owned beneficially by the Selling Securityholder free and clear of any security interests, liens, encumbrances, equities or claims. Upon sale and delivery of, and payment for, the Shares, as provided herein, the Underwriter will receive good and valid title to such Shares. (c) The Selling Securityholder has not, directly or indirectly, (i) taken any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or (ii) since the filing of the Registration Statement (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company (except for the sale of the Shares by the Selling Securityholder). (d) To the extent that any statements or omissions are made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Selling Securityholder specifically for use therein, such Preliminary Prospectus did, and the Registration Statement and the Prospectus and any amendments or supplements thereto, when they become effective or are filed with the Commission, as the case may be, will, with respect to such information, conform in all material respects to the requirements of the Act, the Exchange Act and the respective rules and regulations of the Commission thereunder and will, with respect to such information, not 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, in the light of the circumstances under which they are made, not misleading. The Selling Securityholder has reviewed the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus) and the Registration Statement, and the information regarding the Selling Securityholder set forth therein under the caption "Selling Securityholders" is complete and accurate. (e) The Selling Securityholder has no actual knowledge of any material adverse information specifically concerning the Company that is not set forth in the Registration Statement or the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus). (f) The sale of the Shares to the Underwriter by the Selling Securityholder pursuant to this Agreement, the compliance by the Selling Securityholder with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained, such as may be required under state securities or blue sky laws and, if the registration statement filed with respect to the Shares (as amended) is not effective under the Act as of the time of execution hereof, such as may be required (and shall be obtained as provided in this Agreement) under the Act and the Exchange Act, or (ii) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Selling Securityholder or any of its subsidiaries is a party or by which the Selling Securityholder or any of its subsidiaries or any of the Selling Securityholder's properties are bound, or the charter documents, by-laws, partnership agreement or other governing document of the Selling Securityholder or any of its subsidiaries or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Selling Securityholder or any of its subsidiaries. (g) The Selling Securityholder has not distributed and, prior to the later of (i) the Closing Date and (ii) the completion of the distribution of the Shares, will not distribute any offering material in connection with the offering and sale of the Shares other than the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or other materials, if any, permitted by the Act. (h) The Selling Securityholder is not prompted to sell any Shares by any information concerning the Company that is not set forth in the Registration Statement.

Representations and Warranties of the Selling Securityholder. The Selling Securityholder represents represents, warrants and warrants to, and agrees with, covenants to the Underwriter that: (a) The Selling Securityholder has full been duly formed and is validly existing as an exempted limited partnership in good standing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own, lease and/or operate its properties and conduct its business, and has been duly registered or qualified as a foreign limited partnership for the transaction of business, and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a material adverse effect upon the ability of the Selling Securityholder to consummate the transactions contemplated in this Agreement. (b) The Selling Securityholder has, and on the Closing Date hereinafter mentioned will have valid and unencumbered title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Firm ADSs to be delivered by the Selling Securityholder on the Closing Date and has the legal right, power and authority (corporate or other) to enter into this Agreement and to sell, assign, transfer and deliver to the Underwriter the Shares Firm ADSs to be sold by the Selling Securityholder hereunder in accordance with the terms of this Agreement; the execution and delivery of this Agreement have been duly authorized and approved by all necessary corporate or other action of the Selling Securityholder; and this Agreement has been duly executed and delivered by the Selling Securityholder and is under this Agreement on the valid and binding agreement of the Selling Securityholder, enforceable against the Selling Securityholder in accordance with its terms. (b) The Selling Securityholder has good and valid title to the Shares to be sold by the Selling Securityholder hereunder, and such Shares are owned beneficially by the Selling Securityholder Closing Date hereunder free and clear of any security interests, all liens, encumbrances, equities or claims. Upon sale and delivery of, and payment for, the Shares, as provided herein, the Underwriter will receive good and valid title to such Sharesclaims arising under this Agreement. (c) The No consent, approval, authorization or order of, or filing with, any third party (including any governmental agency or body or any court) is required to be obtained or made by the Selling Securityholder has not, directly or indirectly, (i) taken any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute, for the stabilization or manipulation consummation of the price of any security of the Company to facilitate the sale or resale of the Shares or (ii) since the filing of the Registration Statement (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company (except for transactions contemplated by this Agreement in connection with the sale of the Shares Firm ADSs sold by the Selling Securityholder), except as expressly contemplated hereby and such as have been obtained and made under the Act and such as may be required under state securities laws. (d) To The execution, delivery and performance of this Agreement and the extent that consummation of the transactions therein contemplated will not result in a breach or violation of any statements of the terms and provisions of, or omissions are made in the Registration Statementconstitute a default under, any Preliminary Prospectusindenture, the Prospectus mortgage, deed of trust, loan agreement or any amendment other agreement or supplement thereto in reliance upon and in conformity with written information furnished instrument to the Company by which the Selling Securityholder specifically is a party or by which the Selling Securityholder is bound or which any of the property or assets of the Selling Securityholder is subject, except for use thereinsuch conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect upon the ability of the Selling Securityholder to consummate the transactions contemplated by this Agreement; nor will such Preliminary Prospectus didaction result in any violation of the provisions of the Certificate of Formation or operating agreement or other similar organizational documents of the Selling Securityholder; nor will such action result in any violation of any statute or any order, and rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Securityholder or any of its respective properties, except where such violations would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect upon the ability of the Selling Securityholder to consummate the transactions contemplated by this Agreement. (e) (i) (A) At the time the Registration Statement and initially became effective, (B) at the Prospectus and any amendments 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 supplements theretoform of prospectus), when they become effective or are filed with (C) at the Commission, as the case may be, will, with respect to such information, conform in all material respects Applicable Time relating to the requirements of Firm ADSs and (D) on the ActClosing Date, the Exchange Act Registration Statement did not and the respective rules and regulations of the Commission thereunder and will, with respect to such information, will not contain 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 thereintherein not misleading and (ii) (A) on its date, in (B) at the light time of filing the circumstances under which they are madeFinal Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Selling Securityholder has reviewed preceding sentence applies only to statements in or omissions from any such document that are made in reliance upon and in conformity with the Prospectus (or, if written information furnished to the Prospectus is not in existence, the most recent Preliminary Prospectus) and the Registration Statement, and the information regarding Company by the Selling Securityholder set forth therein under specifically for use therein, it being understood and agreed that the caption "Selling Securityholders" is complete and accurate. (e) The only information furnished by the Selling Securityholder has no actual knowledge of any material adverse information specifically concerning is the Company that is not set forth in the Registration Statement or the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus)Selling Securityholder Information. (f) The sale of the Shares to the Underwriter Firm ADSs by the Selling Securityholder pursuant to this Agreement, the compliance Agreement is not prompted by any material information known to the Selling Securityholder with concerning the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained, such as may be required under state securities or blue sky laws and, if the registration statement filed with respect to the Shares (as amended) is not effective under the Act as of the time of execution hereof, such as may be required (and shall be obtained as provided in this Agreement) under the Act and the Exchange Act, or (ii) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Selling Securityholder Company or any of its subsidiaries that is a party or by which not set forth in the Selling Securityholder or any of its subsidiaries or any of the Selling Securityholder's properties are bound, or the charter documents, by-laws, partnership agreement or other governing document of the Selling Securityholder or any of its subsidiaries or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Selling Securityholder or any of its subsidiariesGeneral Disclosure Package. (g) The Selling Securityholder This Agreement has not distributed andbeen duly authorized, prior to the later of (i) the Closing Date executed and (ii) the completion of the distribution of the Shares, will not distribute any offering material in connection with the offering and sale of the Shares other than the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or other materials, if any, permitted delivered by the ActSelling Securityholder. (h) The Selling Securityholder has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Offered ADSs. (i) There are no contracts, agreements, or understandings between the Selling Securityholder and any person that would give rise to a valid claim against the Selling Securityholder or the Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the sale of the Offered ADSs (other than this Agreement). (j) Neither the Selling Securityholder nor, to the knowledge of the Selling Securityholder, any director, officer, agent, employee or affiliate of the Selling Securityholder (i) is the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), (ii) is located, organized or resident in a country or territory that is the subject or target of Sanctions (including, but not prompted to sell limited to, Crimea, Cuba, Iran, North Korea and Syria) (each a “Sanctioned Country”), (iii) is a Person on the list of “Specially Designated Nationals and Blocked Persons” or any Shares other Sanctions-related list, or (iv) is owned or otherwise controlled by any information concerning Person on a Sanctions-related list. The Selling Securityholder will not, directly or indirectly, use the Company proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitating, is the subject or target of Sanctions, or is located, organized or resident in a Sanctioned Country, or (ii) in any other manner that is not set forth will result in a violation by any Person (including any Person participating in the Registration Statementoffering, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Representations and Warranties of the Selling Securityholder. The Selling Securityholder represents and warrants to, and agrees with, each of the Underwriter several Underwriters that: (a) The Selling Securityholder has full legal right, power and authority (corporate or and other) to enter into this Agreement and Agreement, to sell, assign, transfer and deliver to the Underwriter Underwriters the Shares Securities to be sold by the Selling Securityholder hereunder in accordance with the terms of this Agreement; Agreement and the execution full power (corporate and delivery of this Agreement have been duly authorized and approved by all necessary corporate or other action of other) to enter into the Selling SecurityholderIntercompany Agreements; and this Agreement and each of the Intercompany Agreements has been duly executed and delivered by the Selling Securityholder and is constitutes the legal, valid and binding agreement of the Selling Securityholder, in each case enforceable against the Selling Securityholder in accordance with its terms, except as rights to indemnification and contribution under the Registration Rights Agreement may be limited by applicable law and except as the enforcement of any such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (b) The Selling Securityholder has good and valid title to is the Shares lawful owner of the Securities to be sold by the Selling Securityholder hereunderhereunder and upon sale and delivery of, and payment for, such Shares are owned beneficially by Securities, as provided herein, the Selling Securityholder will convey good and marketable title to such Securities, free and clear of any security interests, liens, encumbrances, equities equities, claims or claims. Upon sale and delivery of, and payment for, the Shares, as provided herein, the Underwriter will receive good and valid title to such Sharesother defects. (c) The Selling Securityholder has not, directly or indirectly, (i) taken any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company or the Selling Securityholder to facilitate the sale or resale of the Shares Securities or (ii) since the filing of the Registration Statement (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares Securities or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company (except for the sale of the Shares by or the Selling Securityholder). (d) To the extent that any statements or omissions are made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Selling Securityholder specifically for use therein, such Preliminary Prospectus did, and the Registration Statement and the Prospectus and any amendments or supplements thereto, when they become effective or are filed with the Commission, as the case may be, will, with respect to such information, will conform in all material respects to the requirements of the Act, the Exchange Act and the respective rules and regulations of the Commission thereunder and will, with respect to such information, will not 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, in the light of the circumstances under which they are made, not misleading. The Selling Securityholder has reviewed the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus) and the Registration Statement, and the information regarding the Selling Securityholder set forth therein under the caption "Selling Securityholders" is complete and accurate. (e) The sale of the Securities by the Selling Securityholder has no actual knowledge of pursuant hereto is not prompted by any material adverse information specifically concerning the Company that is not set forth in the Registration Statement or the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus). (f) The sale of the Shares Securities to the Underwriter Underwriters by the Selling Securityholder pursuant to this Agreement, the compliance by the Selling Securityholder with the other provisions of this Agreement and Agreement, the consummation of the other transactions herein contemplated and the compliance by the Selling Securityholder with the provisions of the Intercompany Agreements do not (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained, such as may be obtained or are required under state securities or blue sky applicable Blue Sky laws and, if the registration statement Registration Statement filed with respect to the Shares Securities (as amended) is not effective under the Act as of the time of execution hereof, such as may be required (and shall be obtained as provided in this Agreement) under the Act and the Exchange Actor under applicable Blue Sky laws, or (ii) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Selling Securityholder or any of its subsidiaries is a party or by which the Selling Securityholder or any of its subsidiaries or any of the Selling Securityholder's properties are bound, or the charter documents, by-laws, partnership agreement or other governing document of the Selling Securityholder or any of its subsidiaries or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Selling Securityholder Securityholder, except for such conflicts, breaches or any violations which would not, in the aggregate, have a material adverse effect upon the property, business or obligations of its subsidiariesthe Selling Securityholder. (g) The Selling Securityholder has not distributed and, prior to the later of (i) the Closing Date and (ii) the completion of the distribution of the SharesSecurities, will not distribute any offering material in connection with the offering and sale of the Shares Securities other than the Registration Statement or any amendment thereto, any and Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or other materials, if any, permitted by the Act. (h) The transactions contemplated hereby will not cause the Selling Securityholder to become an investment company subject to the registration under the Investment Company Act. (i) Each certificate signed by any officer of the Selling Securityholder and delivered to the Representatives or counsel for the Underwriters shall be deemed to be a representation and warranty by the Selling Securityholder to each Underwriter as to the matters covered thereby. (j) Each of the Company, the Selling Securityholder and any subsidiary of the Selling Securityholder has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a material adverse effect on the Company or the Selling Securityholder) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as described in or contemplated by the Prospectus (or, if the Prospectus is not prompted to sell any Shares by any information concerning in existence, the Company that is not set forth in the Registration Statementmost recent Preliminary Prospectus).

Representations and Warranties of the Selling Securityholder. The Selling Securityholder represents and warrants to, and agrees with, each of the Underwriter several Underwriters that: (a) The Selling Securityholder has full legal right, power and authority (corporate or other) to enter into this Agreement and to sell, assign, transfer and deliver to the Underwriter the Shares to be sold by Underwriters the Selling Securityholder Securities hereunder in accordance with the terms of this Agreement; the execution and delivery of this Agreement have been duly authorized and approved by all necessary corporate or other action of the Selling Securityholder; and this Agreement has been duly executed and delivered by the Selling Securityholder Securityholder, and is the valid and binding agreement of the Selling Securityholder, enforceable against the Selling Securityholder in accordance with its terms. (b) The Selling Securityholder has good duly executed and valid title delivered a power of attorney and custody agreement (the "Power-of-Attorney" and the "Custody Agreement", respectively), each in the form heretofore delivered to the Shares Representatives, appointing _________________________ as the Selling Securityholder's attorney-in-fact (the "Attorney-in-Fact") with authority to execute, deliver and perform this Agreement on behalf of the Selling Securityholder and appointing _________________________, as custodian thereunder (the "Custodian"). Certificates in negotiable form, endorsed in blank or accompanied by blank stock powers duly executed, with signatures appropriately guaranteed, representing the Selling Securityholder Securities hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. The Selling Securityholder has full power to enter into the Custody Agreement and the Power-of-Attorney and to perform its obligations under the Custody Agreement. Assuming due authorization, execution and delivery by the Custodian, the Custody Agreement and the Power-of- Attorney are the legal, valid, binding and enforceable instruments of the Selling Securityholder, enforceable against the Selling Securityholder in accordance with their respective terms. The Selling Securityholder agrees that each of the Securities represented by the certificates on deposit with the Custodian is subject to the interests of the Underwriters hereunder, that the arrangements made for such custody, the appointment of the Attorney-in-Fact and the right, power and authority of the Attorney-in-Fact to execute and deliver this Agreement, to agree on the price at which the Securities (including the Selling Securityholder's Securities) are to be sold by to the Underwriters, and to carry out the terms of this Agreement, are to that extent irrevocable and that the obligations of the Selling Securityholder hereunder shall not be terminated, except as provided in this Agreement or the Custody Agreement, by any act of the Selling Securityholder, by operation of law or otherwise, whether in the case of any individual Selling Securityholder by the death or incapacity of such Selling Securityholder, in the case of a trust or estate by the death of the trustee or trustees or the executor or executors or the termination of such trust or estate, or in the case of a corporate or partnership Selling Securityholder by its liquidation or dissolution or by the occurrence of any other event. If any individual Selling Securityholder, trustee or executor should die or become incapacitated or any such trust should be terminated, or if any corporate or partnership Selling Securityholder shall liquidate or dissolve, or if any other event should occur, before the delivery of such Securities hereunder, the certificates for such Securities deposited with the Custodian shall be delivered by the Custodian in accordance with the respective terms and conditions of this Agreement as if such Shares are owned beneficially by death, incapacity, termination, liquidation or dissolution or other event had not occurred, regardless of whether or not the Custodian or the Attorney-in-Fact shall have received notice thereof. (c) The Selling Securityholder is the lawful owner of the Selling Securityholder Securities hereunder and upon sale and delivery of, and payment for, such Securities, as provided herein, the Selling Securityholder will convey good and marketable title to such Securities, free and clear of any security interests, liens, encumbrances, equities equities, claims or claims. Upon sale and delivery of, and payment for, the Shares, as provided herein, the Underwriter will receive good and valid title to such Sharesother defects. (cd) The Selling Securityholder has not, directly or indirectly, (i) taken any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares Securities or (ii) since the filing of the Registration Statement (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares Securities or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company (except for the sale of the Shares Selling Securityholder Securities by the Selling SecurityholderSecurityholder under this Agreement). (de) To the extent that any statements or omissions are made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Selling Securityholder specifically for use therein, such Preliminary Prospectus did, and the Registration Statement and the Prospectus and any amendments or supplements thereto, when they become effective or are filed with the Commission, as the case may be, will, with respect to such information, will (i) conform in all material respects to the requirements of the Act, the Exchange Act and the respective rules and regulations of the Commission thereunder and will, with respect to such information, (ii) not contain 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 are made, not misleading. The Selling Securityholder has reviewed the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus) and the Registration Statement, and the information regarding the Selling Securityholder set forth therein under the caption "Selling SecurityholdersSecurityholder" is complete and accurate. (ef) The sale by the Selling Securityholder has no actual knowledge of Securities pursuant hereto is not prompted by any material adverse information specifically concerning the Company that is not set forth in the Registration Statement or the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus). (fg) The sale of the Shares Securities to the Underwriter Underwriters by the Selling Securityholder pursuant to this Agreement, the compliance by the Selling Securityholder with the other provisions of this Agreement, the Custody Agreement and the consummation of the other transactions herein contemplated do not (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained, such as may be required under state securities or blue sky laws and, if the registration statement filed with respect to the Shares Securities (as amended) is not effective under the Act as of the time of execution hereof, such as may be required (and shall be obtained as provided in this Agreement) under the Act and the Exchange Act, or (ii) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Selling Securityholder or any of its subsidiaries is a party or by which the Selling Securityholder or any of its subsidiaries or any of the Selling Securityholder's properties are bound, or the charter documents, by-laws, partnership agreement or other governing document of the Selling Securityholder or any of its subsidiaries or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Selling Securityholder or any of its subsidiariesSecurityholder. (gh) The Selling Securityholder has not distributed and, prior to the later of (i) the Firm Closing Date and (ii) the completion of the distribution of the SharesSecurities, will not distribute any offering material in connection with the offering and sale of the Shares Securities other than the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or other materials, if any, any permitted by the Act. (hi) The In order to document the Underwriters' compliance with the reporting and withholding provisions of the Internal Revenue Code of 1986, as amended, with respect to the transactions herein contemplated, the Selling Securityholder is not prompted agrees to sell any Shares deliver to the Representatives prior to or on the Firm Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form of statement specified by any information concerning the Company that is not set forth Treasury Department regulations in the Registration Statementlieu thereof).

Representations and Warranties of the Selling Securityholder. The Selling Securityholder represents and warrants to, and agrees with, each of the Underwriter several Underwriters that: (a) The Selling Securityholder has full legal right, power and authority (corporate or and other) to enter into this Agreement and Agreement, to sell, assign, transfer and deliver to the Underwriter Underwriters the Shares Securities to be sold by the Selling Securityholder hereunder in accordance with the terms of this Agreement; Agreement and the execution full power (corporate and delivery of this Agreement have been duly authorized and approved by all necessary corporate or other action of other) to enter into the Selling SecurityholderIntercompany Agreements; and this Agreement has been duly executed and delivered by the Selling Securityholder and is constitutes the legal, valid and binding agreement of the Selling Securityholder, enforceable against and the Intercompany Agreements, upon execution and delivery thereof by the Company and the Selling Securityholder Securityholder, will constitute the legal and valid binding obligations of the Selling Securityholder, in each case enforceable in accordance with its terms, except as rights to indemnification and contribution under the Registration Rights Agreement may be limited by applicable law and except as the enforcement of any such agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (b) The Selling Securityholder has good and valid title to is the Shares lawful owner of the Securities to be sold by the Selling Securityholder hereunderhereunder and upon sale and delivery of, and payment for, such Shares are owned beneficially by Securities, as provided herein, the Selling Securityholder will convey good and marketable title to such Securities, free and clear of any security interests, liens, encumbrances, equities equities, claims or claims. Upon sale and delivery of, and payment for, the Shares, as provided herein, the Underwriter will receive good and valid title to such Sharesother defects. (c) The Selling Securityholder has not, directly or indirectly, (i) taken any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company or the Selling Securityholder to facilitate the sale or resale of the Shares Securities or (ii) since the filing of the Registration Statement (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares Securities or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company (except for the sale of the Shares by or the Selling Securityholder). (d) To the extent that any statements or omissions are made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Selling Securityholder specifically for use therein, such Preliminary Prospectus did, and the Registration Statement and the Prospectus and any amendments or supplements thereto, when they become effective or are filed with the Commission, as the case may be, will, with respect to such information, will conform in all material respects to the requirements of the Act, the Exchange Act and the respective rules and regulations of the Commission thereunder and will, with respect to such information, will not 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, in the light of the circumstances under which they are made, not misleading. The Selling Securityholder has reviewed the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus) and the Registration Statement, and the information regarding the Selling Securityholder set forth therein under the caption "Selling Securityholders" is complete and accurate. (e) The sale of the Securities by the Selling Securityholder has no actual knowledge of pursuant hereto is not prompted by any material adverse information specifically concerning the Company that is not set forth in the Registration Statement or the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus). (f) The sale of the Shares Securities to the Underwriter Underwriters by the Selling Securityholder pursuant to this Agreement, the compliance by the Selling Securityholder with the other provisions of this Agreement and Agreement, the consummation of the other transactions herein contemplated and the compliance by the Selling Securityholder with the provisions of the Intercompany Agreements do not (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained, such as may be obtained or are required under state securities or blue sky applicable Blue Sky laws and, if the registration statement Registration Statement filed with respect to the Shares Securities (as amended) is not effective under the Act as of the time of execution hereof, such as may be required (and shall be obtained as provided in this Agreement) under the Act and the Exchange Actor under applicable Blue Sky laws, or (ii) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Selling Securityholder or any of its subsidiaries is a party or by which the Selling Securityholder or any of its subsidiaries or any of the Selling Securityholder's properties are bound, or the charter documents, by-laws, partnership agreement or other governing document of the Selling Securityholder or any of its subsidiaries or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Selling Securityholder Securityholder, except for such conflicts, breaches or any violations which would not, in the aggregate, have a material adverse effect upon the property, business or obligations of its subsidiariesthe Selling Securityholder. (g) The Selling Securityholder has not distributed and, prior to the later of (i) the Closing Date and (ii) the completion of the distribution of the SharesSecurities, will not distribute any offering material in connection with the offering and sale of the Shares Securities other than the Registration Statement or any amendment thereto, any and Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or other materials, if any, permitted by the Act. (h) The transactions contemplated hereby will not cause the Selling Securityholder to become an investment company subject to the registration under the Investment Company Act. (i) Each certificate signed by any officer of the Selling Securityholder and delivered to the Representatives or counsel for the Underwriters shall be deemed to be a representation and warranty by the Selling Securityholder to each Underwriter as to the matters covered thereby. (j) Each of the Company, the Selling Securityholder and any subsidiary of the Selling Securityholder has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a material adverse effect on the Company or the Selling Securityholder) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as described in or contemplated by the Prospectus (or, if the Prospectus is not prompted to sell any Shares by any information concerning in existence, the Company that is not set forth in the Registration Statementmost recent Preliminary Prospectus).