Common use of Compliance with Securities Act Requirements Clause in Contracts

Compliance with Securities Act Requirements. (i) (A) At the Effective Time, (B) on the date of this Agreement and (C) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) on its date, at the time of filing of the Prospectus pursuant to Rule 424(b) and on the Closing Date, the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities, and (D) on the each Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b), and (C) and on the each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through Xxxxxx Xxxxxxx & Co. LLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, (the Underwriter “Representatives”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) on the date of this Agreement Effective Date relating to the Offered Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter Underwriter, if any, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities, and (D) on the each Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and will did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) on its date, at the time of filing of the Prospectus pursuant to Rule 424(b) and on the Closing Date, the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), and (C) on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through Credit Suisse Securities (USA) LLC, Xxxxxx Xxxxxxx & Co. LLC and Citigroup Global Markets Inc. (collectively, the Underwriter “Representatives”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Shares and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in in, or omissions from from, any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company wasdocuments incorporated by reference in the Statutory Prospectus, at when they became effective or were filed with the time Commission, as the Registration Statement was initially filed and when it became effectivecase may be, eligible to use Form S-3 to register conformed in all material respects with the offering requirements of the Offered Securities contemplated hereby and Act or the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities Exchange Act, as contemplated hereby have been satisfied. The Registration Statement meetsapplicable, and the offering Rules and sale Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5))statement therein not misleading.

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities, and (D) on the each Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), and (C) on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) on its date, at the time of filing in light of the Prospectus pursuant to Rule 424(b) and on the Closing Date, the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingcircumstances under which they were made. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx” and together with Credit Suisse, the Underwriter “Representatives”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities, and (D) on the each Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), and (C) on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) on its date, at the time of filing in light of the Prospectus pursuant to Rule 424(b) and on the Closing Date, the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingcircumstances under which they were made. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Xxxxx Fargo Securities, LLC (“Xxxxx Fargo” and together with Xxxxxxx Xxxxx, the Underwriter “Representatives”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities, and (D) on the each Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b), and (C) and on the each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through Credit Suisse Securities (USA) LLC, Xxxxxx Xxxxxxx & Co. LLC, BofA Securities, Inc., JMP Securities LLC and JonesTrading Institutional Services LLC (the Underwriter “Representatives”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus) and (C) on at the Closing DateTime of Sale relating to the Offered Securities, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and will did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, at the time of filing of the Prospectus pursuant to Rule 424(bdate and (B) and on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trustee Indenture Act or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c9(b) hereof. The Company wasEach document, at if any, filed or to be filed pursuant to the time Exchange Act and incorporated by reference in the Registration Statement was initially General Disclosure Package and the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and when it became effective, eligible to use Form S-3 to register the offering applicable rules and regulations of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5))Commission thereunder.

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities, and (D) on the each Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), and (C) on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) on its date, at the time of filing in light of the Prospectus pursuant to Rule 424(b) and on the Closing Date, the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingcircumstances under which they were made. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Mxxxxx Sxxxxxx & Co. LLC (“Mxxxxx Sxxxxxx” and together with Credit Suisse, the Underwriter “Representatives”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Time, time the Registration Statement initially became effective and (B) on the date of this Agreement and (C) on the Closing each Representation Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Prospectus pursuant to Rule 424(b), (C) at each Applicable Time and (D) on the Closing each Settlement Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter Manager specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c6(b) hereofhereof (the “Manager Furnished Information”). The Company wasdocuments incorporated by reference in the Prospectus, at when they became effective or were filed with the time Commission, as the Registration Statement was initially filed and when it became effectivecase may be, eligible to use Form S-3 to register conformed in all material respects with the offering requirements of the Offered Securities contemplated hereby and Act or the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities Exchange Act, as contemplated hereby have been satisfied. The Registration Statement meetsapplicable, and the offering Rules and sale Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5))statement therein not misleading.

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities, and (D) on the each Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b), and (C) and on the each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through Xxxxxx Xxxxxxx & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, and X.X. Xxxxxx Securities LLC (the Underwriter “Representatives”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the each Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the each Closing Date, the Final Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c) hereof. The Company was, at specifically for use therein, it being understood and agreed that the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 only such information is that described as such in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5))Section 9(c) hereof.

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post‑effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime that the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the time that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Offered Securities, (D) at the Effective Time relating to the Offered Securities and (CE) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to (x) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, or (y) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, it being understood and agreed that the only such information referred to in this clause (y) is that information described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to (i) that part of the Registration Statement which will constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) on the date of this Agreement Effective Date relating to the Units and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter Placement Agents, if any, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c9(b) and Schedule B hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statements initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Applicable Time and (D) on the each Closing Date, the Registration Statement and the Base Prospectus Statements conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company (i) by or on behalf of the Underwriter specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(c) hereof and (ii) by or on behalf of any Selling Stockholder, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities, and (D) on the each Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b), and (C) and on the each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through Credit Suisse Securities (USA) LLC, Barclays Capital Inc., BofA Securities, Inc., X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC, and Xxxxx Fargo Securities, LLC (the Underwriter “Representatives”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at At the time the ADR Registration Statement was initially filed became effective and when it became effectiveon each Closing Date, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The ADR Registration Statement meets, complied and the offering and sale of the Offered Securities as contemplated hereby complies with, will comply in all material respects with the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5))and the Rules and Regulations and did not 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.

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Applicable Time and (D) on the each Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Base Rules and Regulations, and did not 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, and (ii) (A) on its date, (B) at the time of filing the Final Prospectus conformed pursuant to Rule 424(b) and (C) and on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) on its datetherein, at in the time of filing light of the Prospectus pursuant to Rule 424(b) and on the Closing Datecircumstances under which they were made, the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by or on behalf of the Underwriter Underwriters through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at shall pay the required Commission filing fees relating to the Securities within the time the Registration Statement was initially filed required by Rule 456(b)(1)(i) in accordance with Rules 456(b) and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).457I.

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the date Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of this Agreement the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing pursuant to Rule 424(b) and (C) on the Closing Date, the Registration Statement and the Base Final Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) on its datetherein, at the time of filing in light of the Prospectus pursuant to Rule 424(b) and on the Closing Datecircumstances under which they were made, the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(c) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Statutory Prospectus or the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder (ii) (A) At the Effective Timetime the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) on the date of this Agreement Effective Date relating to the Shares and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iiiii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter Placement Agent, if any, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon the Selling Stockholder Information (as defined below) or the written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter is that described as such in Section 9(c8(c) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement and each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities, and (D) on the each Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and will did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) on its date, at the time of filing of the Prospectus pursuant to Rule 424(b) and on the Closing Date, the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), and (C) on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through Xxxxxx Xxxxxxx & Co. LLC, UBS Securities LLC and Xxxxx Fargo Securities, LLC (collectively, the Underwriter “Representatives”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post‑effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter Credit Suisse specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(c) hereof. The Company wasEach document, at if any, filed or to be filed pursuant to the time Exchange Act and incorporated by reference in the Registration Statement was initially General Disclosure Package and the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and when it became effective, eligible to use Form S-3 to register the offering applicable rules and regulations of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5))Commission thereunder.

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(c) hereof. The Company wasEach document, at if any, filed or to be filed pursuant to the time Exchange Act and incorporated by reference in the Registration Statement was initially General Disclosure Package and the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and when it became effective, eligible to use Form S-3 to register the offering applicable rules and regulations of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5))Commission thereunder.

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c) hereof. The Company wasEach of the documents incorporated by reference in the Registration Statement, the General Disclosure Package (as defined below) or the Final Prospectus, at the time the Registration Statement was initially they were or are filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering Commission, conformed and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, will conform in all material respects to the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5))Exchange Act.

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon the Selling Stockholder Information (as defined below) or the written information furnished to the Company by any Underwriter through the Underwriter Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter is that described as such in Section 9(c8(c) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (A) At the Effective Timetime the Registration Statements initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Applicable Time and (CD) on the Closing Date, the Registration Statement and the Base Prospectus Statements conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company (i) by or on behalf of the Underwriter specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(c) hereof and (ii) by or on behalf of any Selling Stockholder, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).

Compliance with Securities Act Requirements. (i) (Ai)(A) At the Effective Timetime the Registration Statement initially became effective, (B) on at the date time of this Agreement each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (CD) on the Closing Date, the Registration Statement and the Base Prospectus conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iiii)(A) on its date, (B) at the time of filing of the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Underwriter Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c8(b) hereof. The Company was, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S-3 to register the offering of the Offered Securities contemplated hereby and the conditions to the use of Form S-3 in connection with the offering and sale of the Offered Securities as contemplated hereby have been satisfied. The Registration Statement meets, and the offering and sale of the Offered Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including without limitation Rule 415(a)(5)).