Common use of Registration Statement and the Prospectus Clause in Contracts

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common Stock. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement”, as defined in Rule 405 of the 1933 Act, that initially became effective not earlier than three years prior to the date hereof. The prospectus included in the Registration Statement is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, identified in Schedule 3. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of the most recent effective date, complied, in all material respects, with the applicable provisions of the 1933 Act and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of the most recent effective date, 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. The Time of Sale Prospectus, at October 14, 2009, did not, and at the Closing Time, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI specifically for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a (i) registration statement on Form S-3 (No. 333-15496252728) under the Securities Act of 1933, as amended (the “"1933 Act”"), and (ii) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant on Form S-3 (No. 333-62052), which also constitutes Post-Effective Amendment No. 1 to Rule 430A, Rule 430B or Rule 430C the Registration Statement on Form S-3 (No. 333-52728) under the 1933 ActAct (together, the “"Registration Statement”) "), in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf If the Company files a registration statement”, as defined in statement with the Commission pursuant to Rule 405 462(b) of the rules and regulations under the 1933 Act, that initially became effective not earlier than three years prior then all references to the date hereofRegistration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The prospectus included in the Registration Statement is hereinafter referred to as the “"Base Prospectus.” " The Base Prospectus, as it is to be supplemented by the a prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Securities pursuant to Rule 173 424 under the 0000 Xxx1933 Act ("Rule 424") is hereinafter referred to as the “"Prospectus,” and the ." The term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, identified in Schedule 3. As used herein, the terms “"Registration Statement,” “Base " and "Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” " shall be deemed to include all amendments to the date hereof and “Prospectus” shall include the documents, if any, all documents incorporated by reference therein. Any reference herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent time and date the Registration Statement was declared effective dateby the Commission, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent time and date it was declared effective dateby the Commission, 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. The Time of Sale Prospectus, at October 14the date it is filed with, 2009or transmitted for filing to, did not, the Commission pursuant to Rule 424 and at the Closing Time, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereofProspectus.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962162962) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on November 6, 2009, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated March 24, 2011 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14March 24, 20092011. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14on March 24, 20092011, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the any Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a (i) registration statement on Form S-3 (No. 333-154962333- 52728) under the Securities Act of 1933, as amended (the “"1933 Act”"), and (ii) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant on Form S-3 (No. 333- 62052), which also constitutes Post-Effective Amendment No. 1 to Rule 430A, Rule 430B or Rule 430C the Registration Statement on Form S-3 (No. 333-52728) under the 1933 ActAct (together, the “"Registration Statement”") in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf If the Company files a registration statement”, as defined in statement with the Commission pursuant to Rule 405 462(b) of the rules and regulations under the 1933 Act, that initially became effective not earlier than three years prior then all references to the date hereofRegistration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The prospectus included in the Registration Statement is hereinafter referred to as the “"Base Prospectus.” " The Base Prospectus, as it is to be supplemented by the a prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Securities pursuant to Rule 173 424 under the 0000 Xxx1933 Act ("Rule 424") is hereinafter referred to as the “"Prospectus,” and the ." The term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, identified in Schedule 3. As used herein, the terms “"Registration Statement,” “Base " and "Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” " shall be deemed to include all amendments to the date hereof and “Prospectus” shall include the documents, if any, all documents incorporated by reference therein. Any reference herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent time and date the Registration Statement was declared effective dateby the Commission, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent time and date it was declared effective dateby the Commission, 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. The Time of Sale Prospectus, at October 14the date it is filed with, 2009or transmitted for filing to, did not, the Commission pursuant to Rule 424 and at the Closing Time, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI specifically for use in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereofProspectus.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962207648) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on October 28, 2015, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated September 29, 2016 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14September 29, 20092016. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14on September 29, 20092016, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI specifically for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.not

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962237426) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) ), in respect of, among other thingsmatters, the Class B Common Stock. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement”, ,” as defined in Rule 405 of the 1933 Act, that initially became effective not earlier than three years prior to the date hereof. The prospectus included in the Registration Statement is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) 1933 Act), is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14March 22, 20092021. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of the most recent effective date, complied, in all material respects, with the applicable provisions of the 1933 Act and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of the most recent effective date, 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. The Time of Sale Prospectus, at October 14March 23, 20092021, did not, and at the Closing Time, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962199956) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) ), in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement”, ,” as defined in Rule 405 of under the 1933 Act, that initially became effective not earlier than three years prior to the date hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The prospectus included in the Registration Statement is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares Securities in the form first used to confirm sales of the Shares Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) 1933 Act), is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14July 6, 20092016. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of the most recent effective date, and the Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of the most recent effective date, 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. The Time of Sale Prospectus, at October 14July 6, 20092016, did not, and at the Closing Time, will not, contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, date and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962207648) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on October 28, 2015, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated February 23, 2017 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14February 21, 20092017. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14on February 23, 20092017, did notnot contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, and at in the Closing Timelight of the circumstances under which they were made, will notnot misleading. Any written communication listed on Annex B hereto, when considered together with the Time of Sale Information, on February 23, 2017, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateat the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information, any written communication listed on Annex B hereto or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the any Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information, any written communication listed on Annex B hereto or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (No. 333-15496262052) (the "Registration Statement") under the Securities Act of 1933, as amended (the “"1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A"), Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf If the Company files a registration statement”, as defined in statement with the Commixxxxx xxrsuant to Rule 405 462(b) of the rules and regulations under the 1933 Act, that initially became effective not earlier than three years prior then all references to the date hereofRegistration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The prospectus included in the Registration Statement is hereinafter referred to as the “"Base Prospectus.” " The Base Prospectus, as it is to be supplemented by the a prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Securities pursuant to Rule 173 424 under the 0000 Xxx1933 Act ("Rule 424") is hereinafter referred to as the “"Prospectus,” and the ." The term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, identified in Schedule 3. As used herein, the terms “"Registration Statement,” “Base " and "Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” " shall be deemed to include all amendments to the date hereof and “Prospectus” shall include the documents, if any, all documents incorporated by reference therein. Any reference herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent time and date the Registration Statement was declared effective dateby the Commission, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent time and date it was declared effective dateby the Commission, 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. The Time of Sale Prospectus, at October 14the date it is filed with, 2009or transmitted for filing to, did not, and at the Closing Time, will not, contain any untrue statement of a material fact or omit Commission pursuant to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, Rule 424 and at the Closing Time and as of any Settlement and, if applicable, the Option Closing Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereofProspectus.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962184770) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on November 5, 2012, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated March 4, 2014 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14March 4, 20092014. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14on March 4, 20092014, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI specifically for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.not

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962177706) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement”, as defined in Rule 405 of the 1933 Act, that initially became effective not earlier than three years prior to the date hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The prospectus included in the Registration Statement is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares Securities in the form first used to confirm sales of the Shares Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14February 24, 20092012. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of the most recent effective date, and the Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of the most recent effective date, 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. The Time of Sale Prospectus, at October 14February 24, 20092012, did not, and at the Closing Time, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, date and at on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962139086) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on December 1, 2006, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated August 19, 2009 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14August 19, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14on August 19, 2009, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the any Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a (i) registration statement on Form S-3 (No. 333-154962333- 52728) under the Securities Act of 1933, as amended (the “"1933 Act”"), and (ii) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant on Form S-3 (No. 333- 62052), which also constitutes Post-Effective Amendment No. 1 to Rule 430A, Rule 430B or Rule 430C the Registration Statement on Form S-3 (No. 333-52728) under the 1933 ActAct (together, the “"Registration Statement”") in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 "1939 Act, that initially became effective not earlier than three years prior to the date hereof"). The prospectus included in the Registration Statement is hereinafter referred to as the “"Base Prospectus.” " The Base Prospectus, as it is to be supplemented by the a prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Securities pursuant to Rule 173 424 under the 0000 Xxx1933 Act ("Rule 424") is hereinafter referred to as the “"Prospectus,” and the ." The term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, identified in Schedule 3. As used herein, the terms “"Registration Statement,” “Base " and "Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” " shall be deemed to include all amendments to the date hereof and “Prospectus” shall include the documents, if any, all documents incorporated by reference therein. Any reference herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent time and date the Registration Statement was declared effective dateby the Commission, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent time and date it was declared effective dateby the Commission, 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. The Time of Sale Prospectus, at October 14the date it is filed with, 2009or transmitted for filing to, did not, the Commission pursuant to Rule 424 and at the Closing Time, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, -------- ------- that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereofProspectus.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement”, as defined in Rule 405 of the 1933 Act, that initially became effective not earlier than three years prior to the date hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The prospectus included in the Registration Statement is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares Securities in the form first used to confirm sales of the Shares Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14May 28, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of the most recent effective date, and the Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of the most recent effective date, 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. The Time of Sale Prospectus, at October 14May 28, 2009, did not, and at the Closing Time, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, date and at on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962221338) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) ), in respect of, among other thingsmatters, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement”, ,” as defined in Rule 405 of under the 1933 Act, that initially became effective not earlier than three years prior to the date hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The prospectus included in the Registration Statement is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares Securities in the form first used to confirm sales of the Shares Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) 1933 Act), is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14February 20, 20092019. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of the most recent effective date, and the Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of the most recent effective date, 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. The Time of Sale Prospectus, at October 14February 20, 20092019, did not, and at the Closing Time, will not, contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, date and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement”, as defined in Rule 405 of the 1933 Act, that initially became effective not earlier than three years prior to the date hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The prospectus included in the Registration Statement is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares Securities in the form first used to confirm sales of the Shares Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14March 30, 20092010. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of the most recent effective date, and the Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of the most recent effective date, 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. The Time of Sale Prospectus, at October 14March 30, 20092010, did not, and at the Closing Time, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, date and at on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962162962) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on November 6, 2009, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated February 23, 2012 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14February 23, 20092012. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14on February 23, 20092012, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the any Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962139086) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on December 1, 2006, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated December 6, 2006 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14December 5, 20092006. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14December 6, 20092006, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and on each Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962162962) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on November 6, 2009, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated December 7, 2011 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14December 7, 20092011. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14on December 7, 20092011, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the any Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement statement, as defined in Rule 405, on Form S-3 (No. 333-154962139086) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common Stock, and the Registration Statement became effective upon filing. The Company meets the requirements for use of Form S-3 under the 1933 Act0000 Xxx. The Registration Statement is an “automatic shelf If the Company files a registration statement”, as defined in statement with the Commission pursuant to Rule 405 462(b) of the rules and regulations under the 1933 Act, that initially became effective not earlier than three years prior then all references to the date hereofRegistration Statement shall also be deemed to include that Rule 462(b) registration statement. The prospectus included in the Registration Statement on December 1, 2006 is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated October 14, 2009 specifically relating to the Shares in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with as supplemented by the free writing prospectuses, if any, each identified in Schedule 3 hereto, the information included in Schedule 2 hereto and the free writing prospectusesother written communications, if any, identified referred to in Schedule 3Section 1(i)(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at on October 14, 2009, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateon the date it is filed with, and or transmitted for filing to, the Commission pursuant to Rule 424, at the Closing Time and as of at any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962184770) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on November 5, 2012, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated March 11, 2013 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14March 11, 20092013. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14on March 11, 20092013, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateat the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the any Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962162962) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on November 6, 2009, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated February 14, 2011 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October February 14, 20092011. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October on February 14, 20092011, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the any Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962139086) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the EXECUTION COPY information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on December 1, 2006, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated October 2, 2007 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 142, 20092007. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at on October 142, 20092007, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the either EXECUTION COPY Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962139086) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on December 1, 2006, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated September 24, 2009 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14September 24, 2009. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14on September 24, 2009, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the any Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962199956) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) ), in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement”, ,” as defined in Rule 405 of under the 1933 Act, that initially became effective not earlier than three years prior to the date hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The prospectus included in the Registration Statement is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares Securities in the form first used to confirm sales of the Shares Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) 1933 Act), is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14July 7, 20092015. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of the most recent effective date, and the Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of the most recent effective date, 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. The Time of Sale Prospectus, at October 14July 7, 20092015, did not, and at the Closing Time, will not, contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, date and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962184770) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on November 5, 2012, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated December 3, 2014 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14December 3, 20092014. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14on December 3, 20092014, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateat the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the any Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a (i) registration statement on Form S-3 (No. 333-15496252728) under the Securities Act of 1933, as amended (the “1933 Act”), and (ii) registration statement on Form S-3 (No. 333-62052), which also constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-52728) under the 1933 Act (together, including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement Statement, as such prospectus was amended on March 19, 2007, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares Securities in the form first used to confirm sales of the Shares Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14March 19, 20092007. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent time and date the Registration Statement was declared effective dateby the Commission, complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent time and date it was declared effective by the Commission, and on each subsequent effective date, 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. The Preliminary Prospectus and the Time of Sale ProspectusInformation, at October 14on March 20, 20092007, did not, and at the Closing Time, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, date and at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962162962) under the Securities Act of 1933, as amended (the “1933 Act”) ), (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) in respect of, among other things, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 0000 Xxx. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the rules and regulations under the 1933 Act, then all references to the Registration Statement shall also be deemed to include that Rule 462(b) registration statement. The Registration Statement is an “automatic shelf registration statement”became effective, and the Indenture has been qualified under the Trust Indenture Act of 1939, as defined in Rule 405 of amended (the 1933 “1939 Act, that initially became effective not earlier than three years prior to the date hereof”). The prospectus included in the Registration Statement on November 6, 2009, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the final prospectus supplement dated June 7, 2012 specifically relating to the Shares Securities in the form first used to confirm sales of filed with the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers Commission pursuant to Rule 173 under the 0000 Xxx424(b) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14June 7, 20092012. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale ProspectusInformation” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and as supplemented by the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto and the other written communications, if any, referred to in Section 1(b). As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale ProspectusInformation” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration StatementStatement and the Indenture, as of at the most recent effective datetime and date the Registration Statement initially became effective, complied, complied in all material respects, respects with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of at the most recent effective datetime and date it initially became effective, 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. The Time of Sale ProspectusInformation, at October 14on June 7, 20092012, did not, and at the Closing Time, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the date it is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and on the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the any Representative or NAI specifically for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962237426) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) ), in respect of, among other thingsmatters, the Class B Common StockSecurities. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement”, ,” as defined in Rule 405 of under the 1933 Act, that initially became effective not earlier than three years prior to the date hereof, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The prospectus included in the Registration Statement is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares Securities in the form first used to confirm sales of the Shares Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) 1933 Act), is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14March 24, 20092022. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3Annex A hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of the most recent effective date, and the Indenture complied, in all material respects, with the applicable provisions of the 1933 Act and the 1939 Act, respectively, and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of the most recent effective date, 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. The Time of Sale Prospectus, at October 14on March 24, 20092022, did not, and at the Closing Time, will not, contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any written communication listed on Annex B hereto, when considered together with the Time of Sale Prospectus, on March 24, 2022, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, date and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus Prospectus, any written communication listed on Annex B hereto or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus Prospectus, any written communication listed on Annex B hereto or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.

Registration Statement and the Prospectus. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-154962237426) under the Securities Act of 1933, as amended (the “1933 Act”) (including any post-effective amendment thereto and the information (if any) deemed to be part of the registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the 1933 Act, the “Registration Statement”) ), in respect of, among other thingsmatters, the Class B Common StockMandatory Convertible Preferred Stock and the Conversion Shares. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement”, ,” as defined in Rule 405 of the 1933 Act, that initially became effective not earlier than three years prior to the date hereof. The prospectus included in the Registration Statement is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 0000 Xxx) 1933 Act), is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means the preliminary form of the Prospectus dated October 14March 22, 20092021. For purposes of this Underwriting Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the 1933 Act, and “Time of Sale Prospectus” means the Preliminary Prospectus together with the information included in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), after the date of this Underwriting Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The Registration Statement, as of the most recent effective date, complied, in all material respects, with the applicable provisions of the 1933 Act and the applicable rules and regulations of the Commission thereunder. The Registration Statement, as of the most recent effective date, 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. The Time of Sale Prospectus, at October 14March 23, 20092021, did not, and at the Closing Time, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and at the Closing Time and as of any Settlement Time, will comply, in all material respects, with the applicable provisions of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by NAI or the Selling Stockholder or by or on behalf of any Underwriter through the Representative or NAI Representatives specifically for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment thereof or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof.