Common use of Representations, Warranties and Agreements of the Selling Stockholders Clause in Contracts

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, represents, warrants and agrees that: (a) The Selling Stockholder has, and immediately prior to each Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Stockholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (c) The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the 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. (d) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, represents, warrants and agrees that: (a) The Selling Stockholder has, and immediately prior to each the Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Stockholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (c) The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the 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. (d) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock. (e) The number of shares of Stock beneficially owned by the Selling Stockholders is not materially greater than the number set forth on Schedule 2.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, represents, warrants and agrees that: (a) The Selling Stockholder has, and immediately prior to each the Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Stockholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (c) The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the 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. (d) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, represents, warrants and agrees that: (a) The Selling Stockholder has, and immediately prior to each Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires Underwriters acquire the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter Underwriters or its their Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriterseveral Underwriters. (b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Stockholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (c) The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of the any Underwriter specifically for inclusion therein. (d) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severallyseverally represents and warrants (at and as of the date hereof and at and as of the Closing Date) to, and not jointlyagrees with, represents, warrants and agrees the Underwriter that: (a) The Such Selling Stockholder hasholds the Shares being sold by such Selling Stockholder hereunder free and clear of all liens, and encumbrances, equities or claims; immediately prior to each Delivery the Closing Date (as defined in Section 5 hereof) the such Selling Stockholder will have, good and valid title to hold the shares of Stock to be Shares being sold by the such Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares Shares and payment therefor pursuant hereto and thereto (and assuming that hereto, the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to will hold such sharesShares, free and clear of all liens, encumbrances, equities or claims, will pass to assuming that the Underwriter.Underwriter purchases such Shares in good faith and without notice of any such lien, encumbrance, equity or claim or other adverse claim within the meaning of the Uniform Commercial Code as in effect in the State of New York; (b) The Such Selling Stockholder has full right, partnership power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement agreement, stock option or other employee benefit plan, or other agreement or instrument to which the such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, nor will such actions action result in any violation of the provisions of the certificate charter, bylaws, deed of limited partnership or the trust, partnership agreement of the or other constituent documents, if any, relating to such Selling Stockholder, Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Stockholder or the property or assets any properties of the such Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriter, no consent, approval, authorization authorization, order, registration or order of, qualification of or filing or registration with, with any such court or governmental agency or body is required for the execution, delivery and performance by such Selling Stockholder of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby hereby, except the registration under the Act of the Shares and thereby.such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriter; and this Agreement has been duly authorized, executed and delivered by the Selling Stockholders; (c) The To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with information furnished in writing to the Company by such Selling Stockholder expressly for use therein, the Registration Statement and such Preliminary Prospectus do not, and the Prospectus and any further amendments or supplements to thereto will not, as of the Registration Statement applicable effective date or as of the Prospectus, when they become effective or are filed with the Commissionapplicable filing date, as the case may be, do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the 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.and (d) The Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the StockShares.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, severally represents, warrants to and agrees with, the Underwriters that: (a) The All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder hasof this Agreement, and immediately prior to each Delivery Date (as defined in Section 5 hereof) for the Selling Stockholder will have, good sale and valid title to delivery of the shares of Stock Shares to be sold by the such Selling Stockholder hereunder on such datehereunder, free and clear of all liens, encumbrances, equities or claimshave been obtained; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement; Agreement and to sell, assign, transfer and deliver the executionShares to be sold by such Selling Stockholder hereunder, delivery except in each such case, with such exceptions as will not, individually or in the aggregate, have a material adverse effect on the Selling Stockholder's ability to consummate the transactions contemplated herein. (b) The sale of the Shares to be sold by such Selling Stockholder hereunder and performance the compliance by such Selling Stockholder with all of the provisions of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions herein and therein contemplated hereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, including without limitation the Fed Credit Agreement, nor will such actions (ii) result in any violation of the provisions of the certificate Certificate of limited partnership Incorporation or the partnership agreement By-laws of the such Selling Stockholder, nor (iii) result in the breach or violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Stockholder or the property of such Selling Stockholder, except, in the case of (i) and (iii), with such exceptions as will not, individually or assets of in the aggregate, have a material adverse effect on the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of Stockholders' ability to consummate the transactions contemplated hereby and therebyherein. (c) The Registration Statement and the Prospectus and any further amendments or supplements Immediately prior to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as each Time of the applicable Effective Date Delivery (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provideddefined in Section 4 hereof), however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished will have good and valid title to a security interest in the Shares to be sold hereunder, free and clear of all liens, encumbrances, equities or claims, other than the lien under the Fed Credit Agreement, which shall be released at or prior to delivery against payment by the Underwriters for such Shares, and upon payment therefor and delivery to the Depository Trust Company ("DTC") or its agent of the Shares registered in writing the name of Cede & Co. ("CEDE") or such other nominee as may be designated by such Selling Stockholder expressly DTC, both as provided for use therein; herein, and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or crediting of the Prospectus in reliance upon and in conformity with written information furnished Shares to the Company Underwriters' accounts with DTC, Cede & Co. or such other nominee designated by or on behalf DTC will be a "protected purchaser" of the Underwriter specifically for inclusion thereinShares (as defined in Section 8-303 of the Uniform Commercial Code as adopted in the State of New York (the "UCC")), the Underwriters will acquire a valid "security entitlement" (within the meaning of Section 8-501 of the UCC) to the Shares, and no action based on an "adverse claim" (as defined in Section 8-102 of the UCC) may be asserted against the Underwriters with respect to such security entitlement (assuming that the Underwriters are without notice of any such adverse claim). (d) The During the period beginning from the date hereof and continuing to and including the date ninety (90) days after the date of the Prospectus (the "LOCK UP PERIOD"), not to offer, sell contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of the Xxxxxxx Xxxxx & Co.; provided that a Selling Stockholder may transfer shares of common stock of the Company to American International Group, Inc. ("AIG"), or to any subsidiary of AIG if the transferee agrees to be bound by the restrictions set forth in this Section 2(d). For the avoidance of doubt, it is understood that the restrictions in this Section 2(d) apply only to the shares of Company common stock directly held by the Selling Stockholders, and do not apply to any shares held by affiliates of the Selling Stockholders in connection with any asset management or investment management business or otherwise in a fiduciary capacity. (e) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares Shares. (f) To the extent that any statements or omissions made in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, which information consists solely of the Stockinformation set forth in Schedule IV hereto, such Base Prospectus, Preliminary Prospectus, Pricing Prospectus, Prospectus and Issuer Free Writing Prospectus and the Registration Statement did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder and 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 not misleading. (g) The Master Separation Agreement has been duly authorized, executed and delivered by such Selling Stockholder, and, assuming due authorization, execution and delivery by the Company, constitutes a valid, legal, and binding obligation of each such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equity provided that no representation is made with respect to enforceability of sections of the Master Separation Agreement providing for indemnification. Each such Selling Stockholder has full power and authority to enter into the Master Separation Agreement and to consummate the transactions contemplated thereby. (h) At each Time of Delivery, all conditions necessary for automatic release of any Shares then being delivered that were previously pledged by such Selling Stockholder as collateral under the Guarantee and Pledge Agreement dated as of September 22, 2008 among American International Group, Inc., as Borrower, the Guarantors party thereto and Federal Reserve Bank of New York, as Lender or Secured Party (the "AIG Pledge Agreement"), shall have been met in accordance with the terms of Section 5(f) of the AIG Pledge Agreement and such Shares shall no longer be subject to a Transaction Lien within the meaning of the AIG Pledge Agreement. (i) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to you prior to or at the First Time of Delivery (as hereinafter defined) a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). Any certificate signed by an officer of any Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty by such Selling Stockholder to each Underwriter as to the matters set forth therein.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, severally represents, warrants and agrees that: (a) The Selling Stockholder has, and immediately prior to each the First Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will havehave full right, good power and valid title authority to sell, assign, transfer and deliver the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto the several Underwriters will acquire a security entitlement with respect to such shares on the Closing Date and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any no action based on an adverse claim (within may be asserted against the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title Underwriters with respect to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the any partnership agreement, certificate of limited partnership incorporation or the partnership agreement deed of trust of the Selling Stockholder, Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyhereby. (c) The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement theretothereto in light of the circumstances in which they were made) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations provided that this representation and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made only as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished under the caption “Selling Stockholders” relating to the Company by or on behalf of the Underwriter specifically for inclusion thereinsuch Selling Stockholder. (d) The Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, is familiar with the Registration Statement and the Prospectus (as amended or supplemented) and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, as of the effective date, or the Prospectus (or any amendment or supplement thereto) in light of the circumstances in which they were made, as of the applicable filing date, which has adversely affected or may adversely affect the business of the Company and is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement and the Prospectus. (e) The Selling Stockholder has reviewed the Registration Statement and the Prospectus, and, although the Selling Stockholder has not independently verified and is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus, the Selling Stockholder has no reason to believe that the Registration Statement, as of the effective date thereof, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that the Prospectus, on the date thereof or on the date hereof, contains an untrue statement of a material fact or omits to state a material fact or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (f) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severallyStockholder, severally and not jointly, represents, warrants and agrees that: (a) The Such Selling Stockholder, if an entity, has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited liability company, public agency, or a limited partnership, as the case may be, in good standing in its jurisdiction of formation. (b) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Stock. (c) Such Selling Stockholder has, and immediately prior to each any Delivery Date (as defined in Section 5 hereof) the on which such Selling Stockholder is selling shares of Stock, such Selling Stockholder will have, good and valid marketable title to the shares of Stock to be sold by the such Selling Stockholder hereunder on such dateDelivery Date and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims; . (d) The Stock to be sold by such Selling Stockholder hereunder is subject to the interest of the Underwriters, and upon the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law or the occurrence of any other event. (e) Upon payment for the Stock to be sold by such Selling Stockholder, delivery of such shares Stock, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Stock in the name of Cede or such other nominee and payment therefor pursuant hereto and thereto the crediting of such Stock on the books of DTC to securities accounts of the Underwriters (and assuming that the Underwriter acquires the shares i) DTC shall be a “protected purchaser” of such Stock without any notice of any adverse claim (within the meaning of Section 8-105 303 of the Uniform Commercial CodeUCC, (ii) that has been created by under Section 8-501 of the Underwriter or its AffiliatesUCC, the Underwriters will acquire a valid security entitlement in respect of such Stock, and (iii) good and valid title an action based on an adverse claim to such sharessecurities entitlement, free whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be successfully asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and clear crediting occur, (x) such Stock will have been registered in the name of all liensCede or another nominee designated by DTC, encumbrancesin each case on the Company’s share registry in accordance with its certificate of incorporation, equities or claimsbylaws and applicable law, (y) DTC will pass be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the Underwriteraccounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (bf) The Such Selling Stockholder Stockholder, if an entity, has full right, partnership power and authority authority, corporate or otherwise, to enter into this Agreement; . (g) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of such Selling Stockholder. (h) The sale of the Stock by such Selling Stockholder, the execution, delivery and performance of this Agreement by the such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, nor will such actions subject (ii) result in any violation of the provisions of the certificate charter or by-laws (or similar organizational documents) of limited partnership or the partnership agreement of the such Selling Stockholder, or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Stockholder or the property or assets of the such Selling Stockholder; and, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated therein. (i) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property or assets of such Selling Stockholder is required for the sale of the Stock by such Selling Stockholder, the execution, delivery and performance of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrationsorders, filings filings, registrations or qualifications as may be required under the Exchange Act Act, the rules and regulations of FINRA, applicable state or foreign securities laws and such other approvals as have been or will have been made prior to the Initial Delivery Date in connection with the purchase and distribution sale of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyUnderwriters. (cj) The Registration Statement and To the Prospectus and any further amendments or supplements to knowledge of such Selling Stockholder, the Registration Statement (as of its Effective Date), the Prospectus (as of its date or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date Delivery Date), the Pricing Disclosure Package (as to the Registration Statement and any amendment thereto) and as of the applicable filing date Applicable Time) and any Issuer Free Writing Prospectus listed in Schedule IV hereto (as to the Prospectus and any amendment or supplement theretoof its Applicable Time) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing provided that such representations and warranties shall set forth in this subsection (n) apply only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement Statement, the Prospectus, the Pricing Disclosure Package or any other Issuer Free Writing Prospectus listed in Schedule V hereto or any amendment or supplement thereto; it being understood and agreed that the Prospectus in reliance upon and in conformity with written only information furnished to the Company by or on behalf such Selling Stockholder consists of the Underwriter specifically for inclusion thereinname of such Selling Stockholder, the number of offered shares and the address and other information with respect to such Selling Stockholder (excluding percentages) which appears in the Registration Statement, the Prospectus, the Pricing Disclosure Package or any amendment or supplement thereto in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” or any other Issuer Free Writing Prospectus listed in Schedule V hereto (collectively, the “Selling Stockholder Information”). (dk) The Such Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action which that is designed to or which that has constituted or which might that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate in connection with the sale or resale offering of the shares of the Stock. (l) If such Selling Stockholder is organized in a jurisdiction outside of the United States, no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in Canada or any political subdivision or taxing authority thereof solely in connection with (i) the execution, delivery and performance of this Agreement, (ii) the issuance and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (iii) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus. (m) Such Selling Stockholder has not: (i) made any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any unlawful payment to any foreign or domestic government official, “foreign official” (as defined in the FCPA) or employee from corporate funds; (iii) violated or is in violation of any provision of the XXXX, Xxxxxxx Xxx 0000, as amended, or any other applicable anti-bribery statute or regulation; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee; and such Selling Stockholder has instituted and maintain policies and procedures designed to ensure compliance with the Anti-Corruption Laws. (n) The operations of such Selling Stockholder are and has been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of such Selling Stockholder, threatened. (o) Such Selling Stockholder is not (i) currently subject to or the target of any Sanctions; or (ii) located, organized or resident in a country that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, and Syria); and such Selling Stockholder will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person, or in any country or territory, that currently is the subject or target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions. Such Selling Stockholder has not engaged in for the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions. (p) To such Selling Stockholder’s knowledge, there are no affiliations or associations between any member of FINRA “participating in the offering” and such Selling Stockholder, and none of the proceeds received by such Selling Stockholder from the sale of the Stock to be sold by such Selling Stockholder hereunder will be paid to a member of FINRA “participating in the offering” or any affiliate of (or person “associated with,” as such terms are used in the rules of FINRA) such member. Any certificate signed by any officer of any Selling Stockholder and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Stock shall be deemed to be a representation and warranty by such Selling Stockholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severallyrepresents, warrants and agrees, severally and not jointly, represents, warrants and agrees as to itself only that: (a) The Selling Stockholder MDCP II has, and immediately prior to each Delivery Date (as defined in Section 5 hereof) the ), each Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriterseveral Underwriters. (b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate of limited partnership or the partnership agreement constituent documents of the Selling Stockholder, Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyhereby. (c) The To the knowledge of the Selling Stockholder, the Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in light of the circumstances in which they were made); provided, however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of the any Underwriter specifically for inclusion therein. (d) The Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct. (e) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock. (f) Neither the Selling Stockholder nor any affiliate of the Selling Stockholder directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association (within the meaning of the Conduct Rules of the National Association of Securities Dealers, Inc.) with, any member firm of the National Association of Securities Dealers participating in this offering as an Underwriter.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severallyStockholder, severally and not jointly, represents, warrants and agrees that: (a) The Such Selling Stockholder, if an entity, has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited liability company, public agency, or a limited partnership, as the case may be, in good standing in its jurisdiction of formation. (b) Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Company and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Stock. (c) Such Selling Stockholder has, and immediately prior to each any Delivery Date (as defined in Section 5 hereof) the on which such Selling Stockholder is selling shares of Stock, such Selling Stockholder will have, good and valid marketable title to the shares of Stock to be sold by the such Selling Stockholder hereunder on such dateDelivery Date and any “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims; . (d) The Stock to be sold by such Selling Stockholder hereunder is subject to the interest of the Underwriter, and upon the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law or the occurrence of any other event. (e) Upon payment for the Stock to be sold by such Selling Stockholder, delivery of such shares Stock, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Stock in the name of Cede or such other nominee and payment therefor pursuant hereto and thereto (and assuming that the crediting of such Stock on the books of DTC to securities accounts of the Underwriter acquires the shares (i) DTC shall be a “protected purchaser” of such Stock without any notice of any adverse claim (within the meaning of Section 8-105 303 of the Uniform Commercial CodeUCC, (ii) that has been created by under Section 8-501 of the UCC, the Underwriter or its Affiliateswill acquire a valid security entitlement in respect of such Stock, and (iii) good and valid title an action based on an adverse claim to such sharessecurities entitlement, free whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be successfully asserted against the Underwriter with respect to such security entitlement. For purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and clear crediting occur, (x) such Stock will have been registered in the name of all liensCede or another nominee designated by DTC, encumbrancesin each case on the Company’s share registry in accordance with its certificate of incorporation, equities or claimsbylaws and applicable law, (y) DTC will pass be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the Underwriteraccounts of the several Underwriter on the records of DTC will have been made pursuant to the UCC. (bf) The Such Selling Stockholder Stockholder, if an entity, has full right, partnership power and authority authority, corporate or otherwise, to enter into this Agreement; . (g) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of such Selling Stockholder. (h) The sale of the Stock by such Selling Stockholder, the execution, delivery and performance of this Agreement by the such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, nor will such actions subject (ii) result in any violation of the provisions of the certificate charter or by-laws (or similar organizational documents) of limited partnership or the partnership agreement of the such Selling Stockholder, or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Stockholder or the property or assets of the such Selling Stockholder; and, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated therein. (i) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property or assets of such Selling Stockholder is required for the sale of the Stock by such Selling Stockholder, the execution, delivery and performance of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrationsorders, filings filings, registrations or qualifications as may be required under the Exchange Act Act, the rules and regulations of FINRA, applicable state or foreign securities laws and such other approvals as have been or will have been made prior to the Initial Delivery Date in connection with the purchase and distribution sale of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (cj) The Registration Statement and To the Prospectus and any further amendments or supplements to knowledge of such Selling Stockholder, the Registration Statement (as of its Effective Date), the Prospectus (as of its date or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date Delivery Date), the Pricing Disclosure Package (as to of the Registration Statement and Applicable Time), the documents incorporated by reference in any amendment thereto) Preliminary Prospectus or the Prospectus (as of the date such document was filed with the Commission and as of the applicable filing date Delivery Date) and any Issuer Free Writing Prospectus listed in Schedule IV hereto (as to the Prospectus and any amendment or supplement theretoof its Applicable Time) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing provided that such representations and warranties shall set forth in this subsection (j) apply only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement Statement, the Prospectus, the Pricing Disclosure Package, the documents incorporated by reference in any Preliminary Prospectus or the Prospectus or any other Issuer Free Writing Prospectus listed in reliance upon Schedule V hereto or any amendment or supplement thereto; it being understood and in conformity with written agreed that the only information furnished to the Company by or on behalf such Selling Stockholder consists of the Underwriter specifically for inclusion thereinname of such Selling Stockholder, the number of offered shares and the address and other information with respect to such Selling Stockholder (excluding percentages) which appears in the Registration Statement, the Prospectus, the documents incorporated by reference in any Preliminary Prospectus or the Prospectus, the Pricing Disclosure Package or any amendment or supplement thereto in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” or any other Issuer Free Writing Prospectus listed in Schedule V hereto (collectively, the “Selling Stockholder Information”). (dk) The Such Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action which that is designed to or which that has constituted or which might that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate in connection with the sale or resale offering of the shares of the Stock. (l) If such Selling Stockholder is organized in a jurisdiction outside of the United States, no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriter in Canada or any political subdivision or taxing authority thereof solely in connection with (i) the execution, delivery and performance of this Agreement, (ii) the issuance and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (iii) the sale and delivery by the Underwriter of the Shares as contemplated herein and in the Prospectus. (m) Such Selling Stockholder has not: (i) made any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any unlawful payment to any foreign or domestic government official, “foreign official” (as defined in the FCPA) or employee from corporate funds; (iii) violated or is in violation of any provision of the FCPA, Bribery Act 2010, as amended, or any other applicable anti-bribery statute or regulation; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee; and such Selling Stockholder has instituted and maintain policies and procedures designed to ensure compliance with the Anti-Corruption Laws. (n) The operations of such Selling Stockholder are and has been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Stockholder or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of such Selling Stockholder, threatened. (o) Such Selling Stockholder is not (i) currently subject to or the target of any Sanctions; or (ii) located, organized or resident in a country that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, and Syria); and such Selling Stockholder will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person, or in any country or territory, that currently is the subject or target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions. Such Selling Stockholder has not engaged in for the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions. (p) To such Selling Stockholder’s knowledge, there are no affiliations or associations between any member of FINRA “participating in the offering” and such Selling Stockholder, and none of the proceeds received by such Selling Stockholder from the sale of the Stock to be sold by such Selling Stockholder hereunder will be paid to a member of FINRA “participating in the offering” or any affiliate of (or person “associated with,” as such terms are used in the rules of FINRA) such member. (q) Such Selling Stockholder is not prompted by any material non-public information concerning the Company that is not disclosed in the Pricing Disclosure Package to sell the Stock being sold by such Selling Stockholder pursuant to this Agreement. Any certificate signed by any officer of any Selling Stockholder and delivered to the Underwriter or counsel for the Underwriter in connection with the offering of the Stock shall be deemed to be a representation and warranty by such Selling Stockholder, as to matters covered thereby, to the Underwriter.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severallyStockholder, severally and not jointly, represents, warrants and agrees that: (a) The Selling Stockholder has, and immediately prior to each the applicable Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such datehereunder, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (b) The Registration Statement, at the Effective Time, and the Prospectus, as of its date and on the applicable Delivery Date, do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; provided, that such representation or warranty is made only as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished by or on behalf of the Selling Stockholder, in its capacity as Selling Stockholder (it being understood that the information regarding the Selling Stockholders set forth under the captions "Principal and Selling Stockholders" and "Underwriting" in the Registration Statement or the Prospectus constitutes the only such information furnished in writing by or on behalf of the Selling Stockholder). (c) The Selling Stockholder has full right, partnership power and authority authority, corporate or otherwise, to enter into this Agreement; the . The execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement agreement, license or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions subject or (ii) result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Stockholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except in each case assuming the Underwriters act in good faith and are bona fide purchasers. (d) Except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution sale of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyhereby. (ce) The Registration Statement This Agreement has been duly and the Prospectus validly authorized, executed and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company delivered by or on behalf of the Underwriter specifically for inclusion thereinSelling Stockholder. (df) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which that is designed to or which has constituted or which might could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock. Any certificate signed by any Selling Stockholder and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Stock shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, severally represents, warrants and agrees solely with respect to itself that: (a) The Selling Stockholder has, and immediately Immediately prior to each the First Delivery Date (as defined in Section 5 hereof) the such Selling Stockholder will have, have good and valid title to the shares of Stock to be sold by the such Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery deliver of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriterseveral Underwriters. (b) The Such Selling Stockholder has full right, partnership all requisite corporate power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate charter or by-laws of limited partnership or the partnership agreement of the such Selling Stockholder, Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Stockholder or the property or assets of the such Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby and therebyhereby. (c) The information with respect to such Selling Stockholder in the Registration Statement and the Prospectus and Prospectus, including any further amendments or supplements to the Registration Statement or the Prospectusthereto, when they become effective or are filed with the Commission, as the case may be, do does not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the 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. (d) The Each of the Chief Executive Officer and the General Counsel of such Selling Stockholder (without having conducted any independent investigation) has no actual knowledge that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, is familiar with drafts of the Registration Statement and the Prospectus (as amended or supplemented) previously furnished to him (including the preliminary prospectus supplement but not the final prospectus supplement) and has no actual knowledge of any material fact, condition or information not disclosed in the Registration Statement, as of the date thereof, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has materially adversely affected or may materially adversely affect the business of the Company and is not prompted to sell shares of Common Stock by any materially adverse information concerning the Company which is not set forth in the Registration Statement and the Prospectus. (e) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder Stockholder, jointly and severally, represents and not jointlywarrants to, represents, warrants and agrees with, (i) the several International Underwriters and (ii) the Company (it being understood and agreed that such representations and warranties to the Company are being made solely in connection with the sale of the Shares under this Agreement and the U.S. Underwriting Agreement and subject to the last sentence of Section 9(b)), that: (a) The Selling Stockholder hasThis Agreement has been duly authorized, executed and immediately prior to each Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold delivered by the Selling Stockholder hereunder or on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery behalf of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the UnderwriterSelling Stockholder. (b) The Such Selling Stockholder has full right, partnership the legal right and power to execute and authority to enter into this Agreement; the execution, delivery and performance of deliver this Agreement and to sell, transfer and deliver the Shares to be sold by the such Selling Stockholder in the manner provided in this Agreement and the consummation by the Selling Stockholder of the transactions contemplated hereby U.S. Underwriting Agreement, and no such action will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation or breach of the provisions of the certificate charter or by-laws or other organizational documents of limited partnership such Selling Stockholder or any agreement or other instrument binding upon such Selling Stockholder (including the partnership agreement of restrictions on transfer contained in the Shareholders Agreement, which have been fully waived or satisfied) or any law, administrative regulation or administrative or court decree or order applicable to such Selling Stockholder; and no consent, or any statute or any approval, authorization, order, rule registration, filing or regulation qualification of or with any court or governmental authority or agency or body having jurisdiction over the Selling Stockholder or the property or assets of the NYSE is required for the consummation of the transactions contemplated by this Agreement and the U.S. Underwriting Agreement in connection with the sale of the Shares by such Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act Act, the Rules and applicable Regulations or state securities or Blue Sky laws in connection with the purchase and distribution of the Stock Shares by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyUnderwriters. (c) The Registration Statement Such Selling Stockholder has, and the Prospectus and any further amendments or supplements will deliver to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not Underwriters upon payment therefor good and will not, as of the applicable Effective Date (as marketable title to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required Shares to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing sold by such Selling Stockholder expressly for use therein; Stockholder, free and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf clear of the Underwriter specifically for inclusion thereinany Lien. (d) The Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares Shares. (e) At the Effective Time, the Selling Stockholders' Information contained in the Registration Statement did not or will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements in the Selling Stockholders' Information not misleading; and, at the Effective Time, the Selling Stockholders' Information contained in the Prospectuses, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Selling Stockholders' Information contained in the Prospectuses (and any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Selling Stockholders' Information, in the light of the Stockcircumstances under which they were made, not misleading. (f) There are no contracts, agreements or understandings between the Selling Stockholders and any person that would give rise to a valid claim against the Selling Stockholders or any Underwriter for a brokerage commission, finder's fee or other like payment.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, severally represents, warrants and agrees that: (a) The Selling Stockholder has, and immediately prior to each the First Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter.several Underwriters; (b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate charter or by-laws (or other comparable governing documents) of limited partnership or the partnership agreement of the each Selling Stockholder, Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby.hereby; and (c) The With respect to any statements or omissions made in any Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information concerning the Selling Stockholder furnished to the Company by the Selling Stockholder specifically for use therein, the Primary Registration Statement does not, and the Rule 462(b) Registration Statement, if any, the Prospectus and any further amendments or supplements to the Registration Statement Statements or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and Prospectus will not, as of the applicable Effective Date effective date (as to the Registration Statement Statements and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, howeverprovided that, the foregoing aggregate amount payable by any Selling Stockholder for breaches of representations and warranties and for indemnification or reimbursement obligations pursuant to this Agreement shall only apply to statements or omissions in no case exceed the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating net proceeds to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the 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. (d) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder Stockholder, jointly and severally, represents and not jointlywarrants to, represents, warrants and agrees with, (i) the several U.S. Underwriters and (ii) the Company (it being understood and agreed that such representations and warranties to the Company are being made solely in connection with the sale of the Shares under this Agreement and the International Underwriting Agreement and subject to the last sentence of Section 9(b)), that: (a) The Selling Stockholder hasThis Agreement has been duly authorized, executed and immediately prior to each Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold delivered by the Selling Stockholder hereunder or on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery behalf of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the UnderwriterSelling Stockholder. (b) The Such Selling Stockholder has full right, partnership the legal right and power to execute and authority to enter into this Agreement; the execution, delivery and performance of deliver this Agreement and to sell, transfer and deliver the Shares to be sold by the such Selling Stockholder in the manner provided in this Agreement and the consummation by the Selling Stockholder of the transactions contemplated hereby International Underwriting Agreement, and no such action will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation or breach of the provisions of the certificate charter or by-laws or other organizational documents of limited partnership such Selling Stockholder or any agreement or other instrument binding upon such Selling Stockholder (including the partnership agreement of restrictions on transfer contained in the Shareholders Agreement, which have been fully waived or satisfied) or any law, administrative regulation or administrative or court decree or order applicable to such Selling Stockholder; and no consent, or any statute or any approval, authorization, order, rule registration, filing or regulation qualification of or with any court or governmental authority or agency or body having jurisdiction over the Selling Stockholder or the property or assets of the NYSE is required for the consummation of the transactions contemplated by this Agreement and the International Underwriting Agreement in connection with the sale of the Shares by such Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act Act, the Rules and applicable Regulations or state securities or Blue Sky laws in connection with the purchase and distribution of the Stock Shares by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyUnderwriters. (c) The Registration Statement Such Selling Stockholder has, and the Prospectus and any further amendments or supplements will deliver to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not Underwriters upon payment therefor good and will not, as of the applicable Effective Date (as marketable title to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required Shares to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing sold by such Selling Stockholder expressly for use therein; Stockholder, free and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf clear of the Underwriter specifically for inclusion thereinany Lien. (d) The Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares Shares. (e) At the Effective Time, the Selling Stockholders' Information contained in the Registration Statement did not or will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements in the Selling Stockholders' Information not misleading; and, at the Effective Time, the Selling Stockholders' Information contained in the Prospectuses, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Selling Stockholders' Information contained in the Prospectuses (and any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Selling Stockholders' Information, in the light of the Stockcircumstances under which they were made, not misleading. (f) There are no contracts, agreements or understandings between the Selling Stockholders and any person that would give rise to a valid claim against the Selling Stockholders or any Underwriter for a brokerage commission, finder's fee or other like payment.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder Stockholder, jointly and severally, represents and not jointlywarrants to, represents, warrants and agrees with, (i) the several Underwriters and (ii) the Company (it being understood and agreed that such representations and warranties to the Company are being made solely in connection with the sale of the Shares under this Agreement and subject to the last sentence of Section 9(b)), that: (a) The Selling Stockholder hasThis Agreement has been duly authorized, executed and immediately prior to each Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold delivered by the Selling Stockholder hereunder or on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery behalf of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the UnderwriterSelling Stockholder. (b) The Such Selling Stockholder has full rightthe legal right and power to execute and deliver this Agreement and to sell, partnership power transfer and authority deliver the Shares to enter into be sold by such Selling Stockholder in the manner provided in this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby no such action will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation or breach of the provisions of the certificate charter or by-laws or other organizational documents of limited partnership such Selling Stockholder or any agreement or other instrument binding upon such Selling Stockholder (including the partnership agreement of restrictions on transfer contained in the Shareholders Agreement, which have been fully waived or satisfied) or any law, administrative regulation or administrative or court decree or order applicable to such Selling Stockholder; and no consent, or any statute or any approval, authorization, order, rule registration, filing or regulation qualification of or with any court or governmental authority or agency or body having jurisdiction over the Selling Stockholder or the property or assets of the NYSE is required for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Shares by such Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act Act, the Rules and applicable Regulations or state securities or Blue Sky laws in connection with the purchase and distribution of the Stock Shares by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyUnderwriters. (c) The Registration Statement Such Selling Stockholder has, and the Prospectus and any further amendments or supplements will deliver to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not Underwriters upon payment therefor good and will not, as of the applicable Effective Date (as marketable title to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required Shares to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing sold by such Selling Stockholder expressly for use therein; Stockholder, free and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf clear of the Underwriter specifically for inclusion thereinany Lien. (d) The Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares Shares. (e) At the Effective Time, the Selling Stockholders' Information contained in the Registration Statement did not or will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements in the Selling Stockholders' Information not misleading; and, at the Effective Time, the Selling Stockholders' Information contained in the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Selling Stockholders' Information contained in the Prospectus (and any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Selling Stockholders' Information, in the light of the Stockcircumstances under which they were made, not misleading. (f) There are no contracts, agreements or understandings between the Selling Stockholders and any person that would give rise to a valid claim against the Selling Stockholders or any Underwriter for a brokerage commission, finder's fee or other like payment.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severallyStockholder, severally and not jointly, jointly represents, warrants and agrees that: (a) The Such Selling Stockholder has, and immediately prior to each the Delivery Date (as defined in Section 5 hereof) the such Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the such Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and and, upon delivery of such shares Stock and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) hereto, good and valid title to such sharesStock, free and clear of all liens, encumbrances, equities or claims, will pass to the UnderwriterUnderwriter who have purchased such Stock without notice of an adverse claim. (b) The Such Selling Stockholder has full right, partnership power and authority limited partnership authority, to enter into this Agreement; the . The execution, delivery and performance of this Agreement by the such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, nor will such actions (ii) result in any violation of the provisions of the certificate charter or by-laws (or similar organizational documents) of limited partnership such Selling Stockholder or the partnership agreement (iii) result in any violation of the Selling Stockholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Stockholder or the property or assets of the such Selling Stockholder; and, except . (c) Except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution sale of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body having jurisdiction over such Selling Stockholder or the property or assets of the Selling Stockholder is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby and therebyhereby. (cd) The Registration Statement and the Prospectus and any further amendments or supplements Selling Stockholder has no reason to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date (as to believe that the Registration Statement and any amendment thereto) and , as of the applicable filing date (as to Effective Date, and the Prospectus and any amendment amendments or supplement supplements thereto) , as of their respective dates and on the Delivery Date, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, provided that this paragraph (d) only applies to the foregoing representations and warranties shall only apply to extent that such statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written were based on information furnished to the Company by or on behalf of the Underwriter Selling Stockholder specifically for inclusion therein. (de) This Agreement has been duly authorized, executed and delivered by the Selling Stockholder. (f) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which that is designed to or which has constituted or which might could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, severally represents, warrants and agrees that: (a) The Selling Stockholder has, and immediately prior to each the First Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will havehave full right, good power and valid title authority to sell, assign, transfer and deliver the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto the several Underwriters will acquire a security entitlement with respect to such shares on the Closing Date and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any no action based on an adverse claim (within may be asserted against the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title Underwriters with respect to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the any partnership agreement, certificate of limited partnership incorporation or the partnership agreement deed of trust of the Selling Stockholder, Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyhereby. (c) The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement theretothereto in light of the circumstances in which they were made) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations provided that this representation and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made only as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished under the caption "Selling Stockholders" relating to the Company by or on behalf of the Underwriter specifically for inclusion thereinsuch Selling Stockholder. (d) The Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, is familiar with the Registration Statement and the Prospectus (as amended or supplemented) and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, as of the effective date, or the Prospectus (or any amendment or supplement thereto) in light of the circumstances in which they were made, as of the applicable filing date, which has adversely affected or may adversely affect the business of the Company and is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement and the Prospectus. (e) The Selling Stockholder has reviewed the Registration Statement and the Prospectus, and, although the Selling Stockholder has not independently verified and is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus, the Selling Stockholder has no reason to believe that the Registration Statement, as of the effective date thereof, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that the Prospectus, on the date thereof or on the date hereof, contains an untrue statement of a material fact or omits to state a material fact or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (f) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, severally represents, warrants and agrees that: (a) The Selling Stockholder has, and immediately prior to each the First Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will havehave full right, good power and valid title authority to sell, assign, transfer and deliver the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto the several Underwriters will acquire a security entitlement with respect to such shares on the Closing Date and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any no action based on an adverse claim (within may be asserted against the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title Underwriters with respect to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (b) The Selling Stockholder has duly and irrevocably executed and delivered a power of attorney (the "POWER OF ATTORNEY" and, together with all other similar agreements executed by the other Selling Stockholders, the "Powers of Attorney") appointing one or more persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Stockholder. (c) The Selling Stockholder has full right, partnership power and authority to enter into this AgreementAgreement and the Power of Attorney; the execution, delivery and performance of this Agreement and the Power of Attorney by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the any partnership agreement, certificate of limited partnership incorporation or the partnership agreement deed of trust of the Selling Stockholder, Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement or the Power of Attorney by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (cd) The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement theretothereto in light of the circumstances in which they were made) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the foregoing representations provided that this representation and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made only as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished under the caption "Selling Stockholders" relating to the Company by or on behalf of the Underwriter specifically for inclusion thereinsuch Selling Stockholder. (de) The Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, is familiar with the Registration Statement and the Prospectus (as amended or supplemented) and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, as of the effective date, or the Prospectus (or any amendment or supplement thereto) in light of the circumstances in which they were made, as of the applicable filing date, which has adversely affected or may adversely affect the business of the Company and is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement and the Prospectus. (f) The Selling Stockholder has reviewed the Registration Statement and the Prospectus, and, although the Selling Stockholder has not independently verified and is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus, the Selling Stockholder has no reason to believe that the Registration Statement, as of the effective date thereof, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that the Prospectus, on the date thereof or on the date hereof, contains an untrue statement of a material fact or omits to state a material fact or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (g) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Stockholders. Each of the Selling Stockholder severallyStockholders, severally and not jointly, represents, represents and warrants to and agrees with each Underwriter that: (a) The Such Selling Stockholder has, has and immediately prior on the date of sale to each Delivery Date (as defined in Section 5 hereof) the Selling Stockholder Underwriters pursuant hereto will have, good have valid and valid unencumbered title to the number of Shares of Class B Common Stock set forth opposite such Selling Stockholder's name on SCHEDULE B hereto, which shares will automatically convert to shares of Class A Common Stock on a share-for-share basis prior to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass in connection with their sale to the Underwriter. (b) The Selling Stockholder has Underwriters pursuant hereto, and full right, partnership power and authority to enter into this AgreementAgreement and to sell, assign, transfer and deliver such Shares hereunder; and upon delivery of and payment for such Shares hereunder, and to the extent delivered and paid for in the case of the Option Shares, the several Underwriters will acquire valid and unencumbered title thereto. (b) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Class A Common Stock to facilitate the sale or resale of the Shares (except for any action taken by the Underwriters). (c) No consent, approval, authorization or order of or qualification with any court, government or governmental agency or body, domestic or foreign, is required to be obtained or made by such Selling Stockholder for the execution and delivery of this Agreement and the consummation of the transactions herein contemplated in connection with the sale of the Shares to be sold by such Selling Stockholder, except such as have been obtained and made under the Act, and such as may be required by the NASD, by the rules of the Nasdaq National Market, or under state or other securities or Blue Sky laws. (d) The execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions herein contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of his or her properties, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets properties of the such Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Stockholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby. (ce) The Registration Statement sale of shares by such Selling Stockholder pursuant hereto is not prompted by any material adverse information concerning the Company, and the statements or omissions made in the Prospectus under the caption "Principal and Selling Stockholders" and any further amendments other statements or supplements to omissions in the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) , made in reliance upon, and in conformity with, written information furnished to the Company by such Selling Stockholder specifically for use in the preparation thereof, did not or will not upon filing and effectiveness of the Registration Statement and the Closing Date contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, howeverand each such part of the Prospectus and any amendment or supplement thereto, the foregoing representations upon filing and warranties shall only apply to statements or omissions in effectiveness of the Registration Statement and the Closing Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the Prospectus made in reliance upon statements therein not misleading. (f) Each Selling Stockholder other than Xxxxxx X. Xxxxxx hereby delivers to Xxxxx X. Xxxxxx and in conformity Xxxxxx X. Xxxxxx, each with information relating the power to act individually, as his or her agent (the "AGENT"), stock certificates that evidence the maximum number of Option Shares that such Selling Stockholder furnished has agreed to sell to the Company Underwriters, should the Underwriters exercise their over-allotment option in writing full, together with duly executed instruments of transfer thereof endorsed in blank. Agent is instructed and authorized by each Selling Stockholder other than Xxxxxx X. Xxxxxx to hold the certificates for the account of such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained pending disposition thereof in or omitted from accordance with the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf terms of the Underwriter specifically for inclusion thereinthis Agreement. (d) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severallyStockholder, severally and not jointly, represents, warrants and agrees that: (a) The Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than the Underwriters) has distributed and, prior to the later to occur of the Delivery Date and completion of the distribution of the Stock, will distribute any offering material in connection with the offering and sale of the Stock other than any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus to which the Underwriters have consented in accordance with Section 1(i) or 6(a)(vi). (b) Such Selling Stockholder has, and immediately prior to each the Delivery Date (as defined in Section 5 hereof) the such Selling Stockholder will have, good and valid title to or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the shares of Stock to be sold by the such Selling Stockholder hereunder on such datethe Delivery Date, free and clear of all liens, encumbrances, equities or claims; and upon . Upon payment for the Stock to be sold by such Selling Stockholder, delivery of such shares Stock, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Stock in the name of Cede or such other nominee and payment therefor pursuant hereto and thereto the crediting of such Stock on the books of DTC to securities accounts of the Underwriters (and assuming that the neither DTC nor any such Underwriter acquires the shares of Stock without any has notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial CodeUCC) that has been created by the Underwriter or its Affiliates) good and valid title to such sharesStock), free (i) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Stock and clear (ii) no action based on any valid “adverse claim,” within the meaning of all liensSection 8-102 of the UCC, encumbrancesto such Stock may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, equities such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such shares will have been registered in the name of Cede or claimsanother nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (B) DTC will pass be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, and (C) appropriate entries to the Underwriteraccounts of the Underwriters on the records of DTC will have been made pursuant to the UCC. (bc) The Such Selling Stockholder has full right, partnership power and authority authority, corporate or otherwise, to enter into this Agreement; . (d) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of such Selling Stockholder to the extent applicable. (e) The execution, delivery and performance of this Agreement by the such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement agreement, lease, pledge or other agreement or instrument to which the such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subjectsubject which conflict, nor will breach, violation or default would impair the ability of such actions Selling Stockholder to perform its obligations under this Agreement, (ii) result in any violation of the provisions of the any partnership or limited liability company agreement, certificate of limited partnership incorporation, bylaws, operating agreement, deed of trust or other similar agreement or organizational document of such Selling Stockholder to the partnership agreement of the Selling Stockholderextent applicable, or (iii) result in any material violation of any statute or any order, rule or regulation of any court or governmental agency or body (whether domestic or foreign) having jurisdiction over the such Selling Stockholder or the property or assets of such Selling Stockholder which violation would impair the ability of such Selling StockholderStockholder to perform its obligations under this Agreement; and, except for the registration of the Stock under the Securities Act Act, approval by FINRA and under such consents, approvals, authorizations, registrations, filings registrations or qualifications as may be required under the Exchange Act and applicable state or foreign securities laws in connection with the purchase and distribution of the Stock by the UnderwriterUnderwriters, no material consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby and therebyhereby. (cf) The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do did not and will not, as of the applicable Effective Date (Date, the Prospectus will not as to of its date and on the Registration Statement and any amendment thereto) and Delivery Date, the Pricing Disclosure Package did not as of the applicable filing date Applicable Time, and each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Rules and Regulations), when considered together with the Pricing Disclosure Package, did not as to of the Prospectus and any amendment or supplement thereto) Applicable Time, contain an untrue statement of a material fact or omit to state a 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; provided, howeverprovided that the foregoing representation and warranty shall apply only to the extent that any statements in or omissions from the Registration Statement, the foregoing representations and warranties shall only apply to statements Prospectus, the Pricing Disclosure Package or omissions in the Registration Statement or the Prospectus any Issuer Free Writing Prospectus, as applicable, are made in reliance upon and in conformity with information relating to such the Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for inclusion thereinStockholders Information. (dg) The Such Selling Stockholder is not prompted to sell shares of Common Stock by any material negative information concerning the Company that is not set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (h) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which that is designed to or which has constituted or which might that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock. Any certificate signed by any officer of any Selling Stockholder and delivered to counsel for the Underwriters in connection with the offering of the Stock shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, severally represents, warrants to and agrees with, the Underwriters that: (a) The All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder hasof this Agreement, and immediately prior to each Delivery Date (as defined in Section 5 hereof) for the Selling Stockholder will have, good sale and valid title to delivery of the shares of Stock Shares to be sold by the such Selling Stockholder hereunder on such datehereunder, free and clear of all liens, encumbrances, equities or claimshave been obtained; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement; Agreement and to sell, assign, transfer and deliver the executionShares to be sold by such Selling Stockholder hereunder, delivery except in each such case, with such exceptions as will not, individually or in the aggregate, have a material adverse effect on the Selling Stockholder’s ability to consummate the transactions contemplated herein. (b) The sale of the Shares to be sold by such Selling Stockholder hereunder and performance the compliance by such Selling Stockholder with all of the provisions of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions herein and therein contemplated hereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, including without limitation the Fed Credit Agreement, nor will such actions (ii) result in any violation of the provisions of the certificate Certificate of limited partnership Incorporation or the partnership agreement By-laws of the such Selling Stockholder, nor (iii) result in the breach or violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Stockholder or the property of such Selling Stockholder, except, in the case of (i) and (iii), with such exceptions as will not, individually or assets of in the aggregate, have a material adverse effect on the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of Stockholders’ ability to consummate the transactions contemplated hereby and therebyherein. (c) The Registration Statement and the Prospectus and any further amendments or supplements Immediately prior to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as each Time of the applicable Effective Date Delivery (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provideddefined in Section 4 hereof), however, the foregoing representations and warranties shall only apply to statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such Selling Stockholder furnished will have good and valid title to a security interest in the Shares to be sold hereunder, free and clear of all liens, encumbrances, equities or claims, other than the lien under the Fed Credit Agreement, which shall be released at or prior to delivery against payment by the Underwriters for such Shares, and upon payment therefor and delivery to the Depository Trust Company (“DTC”) or its agent of the Shares registered in writing the name of Cede & Co. (“Cede”) or such other nominee as may be designated by such Selling Stockholder expressly DTC, both as provided for use therein; herein, and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or crediting of the Prospectus in reliance upon and in conformity with written information furnished Shares to the Company Underwriters’ accounts with DTC, Cede & Co. or such other nominee designated by or on behalf DTC will be a “protected purchaser” of the Underwriter specifically for inclusion thereinShares (as defined in Section 8-303 of the Uniform Commercial Code as adopted in the State of New York (the “UCC”)), the Underwriters will acquire a valid “security entitlement” (within the meaning of Section 8-501 of the UCC) to the Shares, and no action based on an “adverse claim” (as defined in Section 8-102 of the UCC) may be asserted against the Underwriters with respect to such security entitlement (assuming that the Underwriters are without notice of any such adverse claim). (d) The During the period beginning from the date hereof and continuing to and including the date ninety (90) days after the date of the Prospectus (the “Lock Up Period”), not to offer, sell contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of the Xxxxxxx Xxxxx & Co.; provided that a Selling Stockholder may transfer shares of common stock of the Company to American International Group, Inc. (“AIG”), or to any subsidiary of AIG if the transferee agrees to be bound by the restrictions set forth in this Section 2(d). For the avoidance of doubt, it is understood that the restrictions in this Section 2(d) apply only to the shares of Company common stock directly held by the Selling Stockholders, and do not apply to any shares held by affiliates of the Selling Stockholders in connection with any asset management or investment management business or otherwise in a fiduciary capacity. (e) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares Shares. (f) To the extent that any statements or omissions made in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, which information consists solely of the Stockinformation set forth in Schedule IV hereto, such Base Prospectus, Preliminary Prospectus, Pricing Prospectus, Prospectus and Issuer Free Writing Prospectus and the Registration Statement did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder and 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 not misleading. (g) The Master Separation Agreement has been duly authorized, executed and delivered by such Selling Stockholder, and, assuming due authorization, execution and delivery by the Company, constitutes a valid, legal, and binding obligation of each such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equity provided that no representation is made with respect to enforceability of sections of the Master Separation Agreement providing for indemnification. Each such Selling Stockholder has full power and authority to enter into the Master Separation Agreement and to consummate the transactions contemplated thereby. (h) At each Time of Delivery, all conditions necessary for automatic release of any Shares then being delivered that were previously pledged by such Selling Stockholder as collateral under the Guarantee and Pledge Agreement dated as of September 22, 2008 among American International Group, Inc., as Borrower, the Guarantors party thereto and Federal Reserve Bank of New York, as Lender or Secured Party (the “AIG Pledge Agreement”), shall have been met in accordance with the terms of Section 5(f) of the AIG Pledge Agreement and such Shares shall no longer be subject to a Transaction Lien within the meaning of the AIG Pledge Agreement. (i) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to you prior to or at the First Time of Delivery (as hereinafter defined) a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). Any certificate signed by an officer of any Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty by such Selling Stockholder to each Underwriter as to the matters set forth therein.

Representations, Warranties and Agreements of the Selling Stockholders. Each of the Selling Stockholder severally, and not jointly, Stockholders severally represents, warrants and agrees that: (a) The Selling Stockholder has, and immediately prior to each the First Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock Offered Securities to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriterseveral Underwriters. (b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, mortgage deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Stockholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock Offered Securities under the Securities Act and such consents, approvals, authorizations, registrations, filings registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock Offered Securities by the UnderwriterUnderwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyhereby. (c) The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the ProspectusProspectus will, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable Effective Date effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, provided that the foregoing representations and warranties in this subsection shall only apply to statements in or omissions in from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to such the Selling Stockholder furnished in writing to the Company in writing or the Underwriters by such the Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for inclusion thereinProspectus. (d) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the StockOffered Securities.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, represents, warrants and agrees that: (a) The Neither such Selling Stockholder nor any person acting on behalf of such Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Stock. (b) Such Selling Stockholder has, and immediately prior to each any Delivery Date (as defined in Section 5 hereof) the on which such Selling Stockholder is selling shares of Stock hereunder, such Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the such Selling Stockholder hereunder on such dateDelivery Date or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all liens, encumbrances, equities equities, community property rights, restrictions on transfer or claims; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (bc) The Such Selling Stockholder has full right, limited partnership power and authority to enter into this Agreement; . (d) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of such Selling Stockholder. (e) The sale of the Stock by such Selling Stockholder hereunder, the execution, delivery and performance of this Agreement by the such Selling Stockholder and the consummation by the such Selling Stockholder of the transactions contemplated hereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the such Selling Stockholder is a party or by which the such Selling Stockholder is bound or to which any of the property or assets of the such Selling Stockholder is subject, nor will except for such actions conflicts, breaches or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the ability of such Selling Stockholder to perform its obligations hereunder. (ii) result in any violation of the provisions of the certificate charter or by-laws (or similar organizational documents) of limited partnership such Selling Stockholder or the partnership agreement (iii) result in any violation of the Selling Stockholder, or any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the such Selling Stockholder or the property or assets of the such Selling Stockholder; and, except for such violations in subparagraph (iii) that would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Stockholder to perform its obligations hereunder. (f) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property or assets of such Selling Stockholder is required for the sale of the Stock by such Selling Stockholder, the execution, delivery and performance of this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby, except for the registration of the Stock to be sold by it under this Agreement under the Securities Act and Act, such consents, approvals, authorizations, registrationsorders, filings filings, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution sale of the Stock by the UnderwriterUnderwriters, no consentand for such consents, approvalapprovals, authorization authorizations, orders, filings, registrations or order ofqualifications as the failure to obtain or make of which would not, individually or filing or registration within the aggregate, any have a material adverse effect on the ability of such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyto perform its obligations under this Agreement. (cg) The Registration Statement and To the Prospectus and extent that any further amendments or supplements to statement made in the Registration Statement or any amendment or supplement thereto is made in reliance upon and in conformity with written information furnished to the ProspectusCompany by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), when they become effective or are filed with such statements made in the Commission, as the case may be, do not and will Registration Statement did not, as of the applicable Effective Date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to the Selling Stockholder Information; provided, howeverprovided that each of the Company and the Underwriters acknowledges and agrees that for all purposes of this Agreement, the foregoing representations only Selling Stockholder Information are the statements pertaining to the name and warranties shall only apply address of such Selling Stockholder and the number of shares owned and the number of shares proposed to statements or omissions be sold by such Selling Stockholder (but, for avoidance of doubt, excluding percentages) that appear in the Registration Statement or table (and corresponding footnotes) under the heading “Selling Stockholders” in the Prospectus. To the extent that any statement made in the Prospectus or any amendment or supplement thereto is made in reliance upon and in conformity with information relating to such the Selling Stockholder furnished Information, such statements made in the Prospectus will not, as of its date or as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, with respect to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, Information. (h) To the extent that no representation any statement made in the Prospectus or warranty any amendment or supplement thereto is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished the Selling Stockholder Information, the documents incorporated by reference in any Preliminary Prospectus or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, with respect to the Company by or on behalf of the Underwriter specifically for inclusion thereinSelling Stockholder Information. (di) The To the extent that any statement made in the Prospectus or any amendment or supplement thereto is made in reliance upon and in conformity with the Selling Stockholder Information, such statements made in the Pricing Disclosure Package, when taken together with each Issuer Free Writing Prospectus listed in Schedule V hereto, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, with respect to the Selling Stockholder Information. (j) To the extent that any statement made in the Prospectus or any amendment or supplement thereto is made in reliance upon and in conformity with the Selling Stockholder Information, such statements made in the Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, with respect to the Selling Stockholder Information. (k) Such Selling Stockholder is not prompted to sell shares of Stock pursuant to this Agreement by any material information concerning the Company, which is not set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (l) Such Selling Stockholder has not taken and will not taketaken, directly or indirectly, any action which that is designed to or which that has constituted or which might that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate in connection with the sale or resale offering of the shares of the Stock. (m) The sale of the Stock by any Selling Stockholder that is an affiliate of the Company does not, to the knowledge of such Selling Stockholder, violate any of the Company’s internal policies regarding the sale of stock by its affiliates. Any certificate signed by any officer of any Selling Stockholder and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Stock shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to each Underwriter.

Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severallyStockholder, severally and not jointly, represents, warrants and agrees that: (a) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations), relating to the Stock; (b) The Selling Stockholder has, and immediately prior to each any Delivery Date (as defined in Section 5 hereof) on which the Selling Stockholder is selling shares of Stock, the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such dateDelivery Date, free and clear of all liens, encumbrances, equities or claims; , except for any liens, encumbrances, equities or claims arising under the Custody Agreement (as defined below). (c) The Stock to be sold by the Selling Stockholder hereunder, which is represented by the certificates held in custody for the Selling Stockholder pursuant to the Custody Agreement, is subject to the interest of the Underwriters and upon the other Selling Stockholders thereunder, and the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law, by the death or incapacity of any individual Selling Stockholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (d) Upon payment for the Stock to be sold by such Selling Stockholder, delivery of such shares Stock, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Stock in the name of Cede or such other nominee and payment therefor pursuant hereto and thereto the crediting of such Stock on the books of DTC to securities accounts of the Underwriters (and assuming that the neither DTC nor any such Underwriter acquires the shares of Stock without any has notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial CodeDelaware UCC (the “UCC”)) that has been created by the Underwriter or its Affiliates) good and valid title to such sharesStock), free (i) DTC shall be a “protected purchaser” of such Stock within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Stock and clear (iii) no action based on any “adverse claim,” within the meaning of all liensSection 8-102 of the UCC, encumbrancesto such Stock may be successfully asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, equities such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Stock will have been registered in the name of Cede or claimsanother nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (B) DTC will pass be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the Underwriteraccounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (be) The Selling Stockholder has placed in custody under a custody agreement (the “Custody Agreement” and, together with all other similar agreements executed by the other Selling Stockholders, the “Custody Agreements”) with the Company, as custodian (the “Custodian”), for delivery under this Agreement, certificates in negotiable form (with signature guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program) representing the shares of Stock to be sold by the Selling Stockholder hereunder. (f) The Selling Stockholder has duly and irrevocably executed and delivered a power of attorney (the “Power of Attorney” and, together with all other similar agreements executed by the other Selling Stockholders, the “Powers of Attorney”) appointing Messrs. Xxxxxxxxx, Xxxxxxxx and Xxxxx as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Stockholder. (g) The Selling Stockholder has full right, partnership power and authority authority, corporate or otherwise, to enter into this Agreement; , the Custody Agreement and the Power of Attorney. (h) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Selling Stockholder. (i) The Power of Attorney and the Custody Agreement have been duly and validly authorized, executed and delivered by or on behalf of the Selling Stockholder and constitute valid and legally binding obligations of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing (j) The execution, delivery and performance of this Agreement ,the Custody Agreement and the Power of Attorney by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement agreement, license or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions (ii) result in any violation of the provisions of the certificate charter, by-laws, deed of limited partnership trust (or the partnership agreement similar organizational documents) of the Selling Stockholder, or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except in the case of clauses (i) or (iii) for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement. (k) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder is required for the execution, delivery and performance of this Agreement, the Custody Agreement or the Power of Attorney by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings registrations or qualifications as may be required under the Exchange Act and applicable state or foreign securities laws in connection with the purchase and distribution sale of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and therebyUnderwriters. (cl) The Selling Stockholder is familiar with the Registration Statement and Statement, the Prospectus and the Pricing Disclosure Package (as amended or supplemented) and has no knowledge of any further amendments material fact, condition or supplements to information not disclosed (i) in the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will notStatement, as of the Effective Date, (ii) in the Prospectus, as of its date and on the applicable Effective Date Delivery Date, or (as to iii) in the Registration Statement and any amendment thereto) and Pricing Disclosure Package, as of the applicable filing date (as Applicable Time, that, in each case, could reasonably be expected to have a Material Adverse Effect. The Selling Stockholder is not prompted to sell shares of Common Stock by any information concerning the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein Company that is not misleading; provided, however, the foregoing representations and warranties shall only apply to statements or omissions set forth in the Registration Statement or Statement, the Prospectus made in reliance upon Pricing Disclosure Package and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein; and provided, further, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for inclusion thereinProspectus. (dm) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which that is designed to or which that has constituted or which might that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of the Stock. (n) To the knowledge of the Selling Stockholder, the sale of the Stock by the Selling Stockholder does not violate any of the Company’s internal policies regarding the sale of stock by its affiliates. Any certificate signed by or on behalf of any Selling Stockholder and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Stock shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to each Underwriter.