Common use of Compliance with Securities Act Requirements Clause in Contracts

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Act, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the each Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading; and (iii) as of the circumstances under which they were madeApplicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein not misleading. The preceding sentence does not Notwithstanding the foregoing, the representations and warranties in this section 3(e) shall apply only to (i) the extent that any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to the Company by any Underwriter through the Representative Selling Stockholders specifically for use therein, ; it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholders specifically for use therein is that information described as such in Section 8(b) hereofof this Agreement.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acttheir respective Effective Times, (B) at on the time date of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) on the each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus with the Commission pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon (i) written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b8(c) hereof, or (ii) written information furnished to the Company by a Selling Stockholder specifically for use therein, it being understood and agreed that the only such information is that (x) with respect to such Selling Stockholder that appears in the table (excluding percentages but including corresponding footnotes) under the heading “Principal and Selling Stockholders” and (y) with respect to such Selling Stockholder, other than Xxxxxx X. Xxxxxxx, that appears in the first and second paragraphs under the heading “Ares Management” (collectively, the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. (i) (A) (I) At the time the Registration Statement initially became effective under the Acttheir respective Effective Times, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (DII) on the date of this Agreement and (III) on the First Closing Date and the Over-Allotment Option Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (AB) on its date, (B) at the time of filing of the Final Registration Statement and the Final Prospectus with the Commission pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the First Closing Date and the Over-Allotment Option Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Securities Act and the Rules and Regulations, Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any the Underwriter through the Representative specifically for use therein, it being understood and agreed that including statements in or omissions from such documents relating to the only such information is that described manner of offering the Offered Securities as such in Section 8(b) hereofdetermined by the Underwriter.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acttheir respective Effective Times, (B) at on the time date of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) on the each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus with the Commission pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The preceding sentence applies only to the written information furnished to the Company by or on behalf of the Selling Stockholder for use under the captions “Prospectus Summary—About the Selling Security Holder and the Secondary Offering” and “Principal and Selling Stockholders” in the General Disclosure Package and the Final Prospectus and does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b8(c) hereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Act, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (DB) on the each Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) (A) on its date, date and (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply ; provided, however, that such Selling Stockholder makes no representation pursuant to this Section 2(b)(iv) except (iy) any part of with respect only to the SEP Funds, the statements set forth in the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) Statement, the General Disclosure Package or the Final Prospectus, as applicable, under the Trust Indenture Act of caption “Prospectus Supplement Summary—Our Principal Stockholder” and (z) with respect to the Trustee statements set forth in the Registration Statement, the General Disclosure Package or the Final Prospectus, as applicable, under the caption “Selling Stockholders”, but, with respect to the SEP Funds, as applicable, only with respect to footnotes (ii2) and (3) and the corresponding line items in the table contained in such section as they relate to the SEP Funds and, with respect to Xxxx X. Xxxxxxxxx, only with respect to footnote (4) and the corresponding line item in the table contained in such section as it relates to Xxxx X. Xxxxxxxxx (such statements in or omissions from any such document based upon written information furnished to (y) and (z), except percentages, the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof“Selling Stockholder Information”).

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the General Disclosure Package and the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder.

Compliance with Securities Act Requirements. (i) (A) At On the time the Registration Statement initially became effective under the Act, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) Effective Date of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing DateInitial Registration Statement, the Initial Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its datemisleading, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing DateEffective Date of the Additional Registration Statement (if any), the Final Prospectus each Registration Statement conformed or will conform conform, in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and RegulationsRegulations and did not include, and or will not include include, any untrue statement of a material fact and did not omit, or omit will not omit, to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, and (C) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, and on each Closing Date, the Prospectus will conform, in light all material respects to the requirements of the circumstances under which they were madeAct and the Rules and Regulations, and neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document a Registration Statement or the Prospectus based upon written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b8(c) hereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement Post-Effective Amendment initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto to the Registration Statement following the Post-Effective Amendment for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and Securities, (D) on each Representation Date and (E) if specified in a Terms Agreement, if any, at the Closing Datetime of delivery of the Securities described in such Terms Agreement, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and ), (C) on each Representation Date and (D) if specified in a Terms Agreement, if any, at the Closing Datetime of delivery of the Securities described in such Terms Agreement, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company Issuer by any Underwriter through the Representative Distributor specifically for use therein, it being understood and agreed that that, if there is any Terms Agreement, the only such information is that described as such in Section 8(b) hereofthe Terms Agreement.

Compliance with Securities Act Requirements. (iA) (A1) At the time the Registration Statement initially became effective under the Acteffective, (B2) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C3) at the Effective Time relating to the Offered Securities and on the date of this Agreement and (D4) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (AB) on its date, (B) at the time of filing of the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b8(c) hereof. The representations and warranties set forth in subsections (b)(vii) and (viii) of this Section 2 apply only to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the General Disclosure Package, the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information provided by any Selling Stockholder consists of the following information in the Final Prospectus furnished on behalf of each Selling Stockholder: the information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders”.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Applicable Time relating to the Offered Securities Shares and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission final prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and final prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The preceding sentence does not apply applies only to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based that are made in reliance upon and in conformity with the written information furnished to the Company by any Underwriter through the Representative specifically Selling Stockholder expressly for use therein, it being understood and agreed that the only such information is furnished by the Selling Stockholder consists of the Selling Stockholder Information. Each Underwriter, the Company and the Selling Stockholder agree that described the “Selling Stockholder Information” consists solely of (i) the name, address and number of shares of Common Stock owned by the Selling Stockholder, before and after the offering, and (ii) the other information with respect to the Selling Stockholder that appears in the tables (and corresponding footnotes) under the captions “Selling Stockholder” and/or “Selling Holders,” in each case, in the Registration Statement, the General Disclosure Package, the Prospectus or in any Issuer Free Writing Prospectus, as such in Section 8(b) hereofapplicable.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-post effective amendment, incorporated report or form of prospectus), ) (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein in light of the circumstances under which they were made, made not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b8(c) hereof. Notwithstanding anything to the contrary, with respect to each Selling Stockholder, the first sentence of this subsection (d) applies only to statements in or omissions from any Registration Statement, Statutory Prospectus or the Final Prospectus that are made in reliance upon and in conformity with information furnished to the Company by such Selling Stockholder expressly for use therein (“Selling Stockholder Information”), it being understood and agreed that the only Selling Stockholder Information consists solely of the information relating to such Selling Stockholder under the caption “Selling Stockholders” in any Statutory Prospectus or the Final Prospectus.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the ActEffective Time, (B) at on the time date of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) on the each Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and any additional Registration Statement did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, (ii) (A) on its date, (B) at the time of filing of the Final Prospectus with the Commission pursuant to Rule 424(b) ), and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading and (iii) on its date, in light at the time of filing of the circumstances under Preliminary Prospectus Supplement pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which they were madethe Final Prospectus is included, and at the Applicable Time, the General Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply ; provided, that no representation or warranty is made as to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements information contained in or omissions omitted from any such document based Registration Statement, Preliminary Prospectus Supplement, General Disclosure Package or Final Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriters specifically for inclusion therein, which information is specified in Section 9(c). The preceding sentence applies only to the extent that any Underwriter through statements in or omissions from a Registration Statement, the Representative specifically General Disclosure Package, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are based on written information furnished by the Selling Stockholders to the Company expressly for use therein. For purposes of this Section 3(c), it being understood and agreed the parties hereto agree that the only information furnished to the Company by the Selling Stockholders is the information about such information is that described as such Selling Stockholders set forth under the caption entitled “Selling Stockholders” in Section 8(b) hereofthe foregoing documents.

Compliance with Securities Act Requirements. (i) (A) At the time the U.S. Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-post effective amendment, incorporated report or form of prospectus), (C) at the Effective Bid Letter Time, the Applicable Time relating to the Offered Securities and (D) on the Closing Date, the U.S. Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Securities Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading and (ii) (A) on misleading. On its date, (B) at the time of filing the Final U.S. Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act and (C) on the Closing Date, the Final U.S. Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Securities Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The preceding sentence does sentences do not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based made in reliance upon and in conformity with written information furnished to the Company BIP by any Underwriter through the Representative specifically Representatives expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) section 17.3 hereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement Post-Effective Amendment initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto to the Registration Statement following the Post-Effective Amendment for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative Representatives, if any, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereofthe Terms Agreement.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the ActEffective Time, (B) at on the time date of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) on the each Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and any additional Registration Statement did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, (ii) (A) on its date, (B) at the time of filing of the Final Prospectus with the Commission pursuant to Rule 424(b) ), and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading and (iii) on its date, in light at the time of filing of the circumstances under Preliminary Prospectus Supplement pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which they were madethe Final Prospectus is included, and at the Applicable Time, the General Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply ; provided, that no representation or warranty is made as to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements information contained in or omissions omitted from any such document based Registration Statement, Preliminary Prospectus Supplement, General Disclosure Package or Final Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for inclusion therein, which information is specified in Section 9(c). The preceding sentence applies only to the extent that any Underwriter through statements in or omissions from a Registration Statement, the Representative specifically General Disclosure Package, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are based on written information furnished by the Selling Stockholders to the Company expressly for use therein. For purposes of this Section 3(c), it being understood and agreed the parties hereto agree that the only information furnished to the Company by the Selling Stockholders is the information about such information is that described as such Selling Stockholders set forth under the caption entitled “Selling Stockholders” in Section 8(b) hereofthe foregoing documents.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations thereunder and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Securities Act, the Trust Indenture Act and the Rules and RegulationsRegulations thereunder, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (iix) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information is that consists of the information described as such in Section 8(b) hereofhereof or (y) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acttheir respective Effective Times, (B) at on the time date of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Closing Time relating to and on each Date of Delivery, each of the Offered Securities and (D) on the Closing Date, the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and at the Closing Time and on each Date of Delivery, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein. Notwithstanding anything in this paragraph (v) to the contrary, with respect to each Selling Stockholder, the provisions of this paragraph (v) apply only to the extent that any statements in or omissions from any Registration Statement, Final Prospectus, prospectus wrapper, as amended or supplemented or any Statutory Prospectus are made in reliance on and in conformity with written information relating to such Selling Stockholder that is furnished to the Company by or on behalf of such Selling Stockholder specifically and expressly for use therein, it being understood and agreed that the only such information contained in any Registration Statement or any Statutory Prospectus is the information in such Registration Statement or such Statutory Prospectus with respect to such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption "Principal and Selling Stockholders" (the "Selling Stockholder Information"), provided that described with respect to Warburg Pincus Private Equity VIII, L.P. ("WP") as a Selling Stockholder, Selling Stockholder Information shall also include the information contained in any Registration Statement or any Statutory Prospectus describing (x) WP's agreements with Xxxx Xxxxx or performance thereunder, (y) WP's guarantee in favor of a postsecondary college in the Connecticut state college system or performance thereunder or (z) WP's loan to Xxxxxx Xxxxx, related documents thereto or performance with respect to such loan or related documents, in Section 8(b) hereof.each case which appear:

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-post- effective amendment, incorporated report or form of prospectus), (C) at the Effective Applicable Time relating to the Offered Securities Shares and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission final prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and final prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The preceding sentence does not apply applies only to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based that are made in reliance upon and in conformity with the written information furnished to the Company by any Underwriter through the Representative specifically Selling Stockholder expressly for use therein, it being understood and agreed that the only such information is furnished by the Selling Stockholder consists of the Selling Stockholder Information. Each Underwriter, the Company and the Selling Stockholder agree that described the “Selling Stockholder Information” consists solely of (i) the name, address and number of shares of Common Stock owned by the Selling Stockholder, before and after the offering, and (ii) the other information with respect to the Selling Stockholder that appears in the tables (and corresponding footnotes) under the captions “Selling Stockholder” and/or “Selling Holders,” in each case, in the Registration Statement, the General Disclosure Package, the Prospectus or in any Issuer Free Writing Prospectus, as such in Section 8(b) hereofapplicable.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Act(I) On their respective Effective Dates, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (DII) on the date of this Agreement and (III) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (AB) on its date, (B) at the time of filing of the Final Prospectus with the Commission pursuant to Rule 424(b) or, if no such filing is required, at the Effective Date of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The With regard to the Onex Stockholders and the Other Stockholders, the preceding sentence applies only to the extent that any such statement in or omission from any such document is based upon written information furnished to the Company by such Selling Stockholder specifically for use therein; with regard to the Management Stockholders, the preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b8(c) hereof.

Compliance with Securities Act Requirements. (i) (A) At the time of the filing of the Registration Statement initially became effective under the ActStatement, (B) at the time of filing with the Commission of each most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163 and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acttheir respective Effective Times, (B) at on the time date of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) on the each Closing Date, each of the Initial Registration Statement, the ADS Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the applicable requirements of the ActAct , and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Trust Indenture Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (Ciii) on the date of this Agreement, at their respective Effective Times or issue dates and on each Closing Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulationscomplied or comply, and such documents and any further amendments or supplements thereto will not include comply, with any untrue statement applicable laws or regulations of a material fact foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or omit to state any material fact required to be stated therein Issuer Free Writing Prospectus, as amended or necessary to make supplemented, if applicable, are distributed in connection with the statements therein, in light of the circumstances under which they were made, not misleadingDirected Share Program. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b8(c) hereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at on the Effective Time Date relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company Partnership by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the each Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading; (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading; and (iii) as of the circumstances under which they were madeApplicable Time, neither the General Disclosure Package nor any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein not misleading. The preceding sentence does not Notwithstanding the foregoing, the representations and warranties in this section 3(d) shall apply only to (i) the extent that any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document the Registration Statement, the Final Prospectus or the General Disclosure Package are based upon written information furnished to the Company by any Underwriter through the Representative such Selling Stockholder specifically for use therein, ; it being understood and agreed that the only such information furnished in writing to the Company by such Selling Stockholder specifically for use therein is that information described as such in Section 8(b) hereofof this Agreement.

Compliance with Securities Act Requirements. (i) (A) At the time that the Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the time that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Offered Securities, (D) at the Effective Time relating to the Offered Securities and (DE) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The preceding sentence does not apply to (ix) any that part of the Registration Statement which constitutes a shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee Trustee, or (iiy) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information referred to in this clause (y) is that information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Act, (B) at the time of filing with the Commission of their respective Effective Times and on each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, each of the Initial Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act Additional Registration Statement (if any) and the Rules and Regulations and General Disclosure Package did not contain, and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they are made not misleading and misleading; (ii) (A) on its date, (B) at the time of filing of the Final Prospectus with the Commission pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply applies only to (i) the extent that any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from a Registration Statement, the Final Prospectus, any such document Statutory Prospectus or any amendments or supplements thereto are based upon on written information furnished to the Company by any Underwriter through the Representative such Group I Selling Stockholder specifically for use therein, it being understood and agreed that the only such information is that described as includes only the information relating to such Group I Selling Stockholder under the captions “Management”, “Executive Compensation” and “Principal and Selling Stockholders” in Section 8(b) hereofthe General Disclosure Package and Final Prospectus.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations thereunder and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Securities Act, the Trust Indenture Act and the Rules and RegulationsRegulations thereunder, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (iix) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information is that consists of the information described as such in Section 8(b) hereofhereof or (y) that part of the Registration Statement that shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the ActEffective Time, (B) at on the time date of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and any additional Registration Statement did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, (ii) (A) on its date, (B) at the time of filing of the Final Prospectus with the Commission pursuant to Rule 424(b) ), and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading and (iii) on its date, in light at the time of filing of the circumstances under Preliminary Prospectus Supplement pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which they were madethe Final Prospectus is included, and at the Applicable Time, the General Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply ; provided, that no representation or warranty is made as to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements information contained in or omissions omitted from any such document based Registration Statement, Preliminary Prospectus Supplement, General Disclosure Package or Final Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for inclusion therein, which information is specified in Section 9(c). The preceding sentence applies only to the extent that any Underwriter through statements in or omissions from a Registration Statement, the Representative specifically General Disclosure Package, the Final Prospectus, any Statutory Prospectus or any amendments or supplements thereto are based on written information furnished by the Selling Stockholders to the Company expressly for use therein. For purposes of this Section 3(c), it being understood and agreed the parties hereto agree that the only information furnished to the Company by the Selling Stockholders is the information about such information is that described as such Selling Stockholders set forth under the caption entitled “Selling Stockholders” in Section 8(b) hereofthe foregoing documents.

Compliance with Securities Act Requirements. Neither the Commission nor any state or other jurisdiction or other regulatory body has issued, and neither is, to the knowledge of the Company, threatening to issue, any stop order under the Act or other order suspending the effectiveness of the Registration Statement. (i) (A) At the time the Registration Statement initially became effective under the Acteffective, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The preceding sentence does not apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. (i) On the (A) At Effective Date of the time Initial Registration Statement, the Initial Registration Statement initially became effective under the Act, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its datemisleading, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements Effective Date of the ActAdditional Registration Statement (if any), the Trust Indenture Act and the Rules and Regulationseach Registration Statement did not include, and or will not include include, any untrue statement of a material fact and did not omit, or omit will not omit, to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading and (C) date of this Agreement, in light the Initial Registration Statement and, if the Effective Time of the circumstances under Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement and, at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which they were madethe Prospectus is included, and on each Closing Date, each Registration Statement and the Prospectus do not include, or will not include, any untrue statement of a material fact or do not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not Notwithstanding the foregoing, the representations and warranties in this section 2(b)(ii) shall apply only to (i) the extent that any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document a Registration Statement or the Prospectus are based upon written information furnished to the Company by any Underwriter through the Representative Selling Stockholder specifically for use therein, ; it being understood and agreed that the only such information furnished in writing to the Company by the Selling Stockholder specifically for use therein is that information described as such in Section 8(b) hereofof this Agreement.

Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective under the Acttheir respective Effective Times, (B) at on the time date of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), this Agreement and (C) at the Effective Time relating to the Offered Securities and (D) on the each Closing Date, each of the Initial Registration Statement conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and Additional Registration Statement (if any) did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) (A) on its date, (B) at the time of filing of the Final Prospectus with the Commission pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and (C) on the each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. The preceding sentence does not shall only apply to (i) any part of the Registration Statement which constitutes a Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative specifically each Selling Stockholder expressly for use therein, it being understood and agreed that the only written information furnished to the Company by each Selling Stockholder expressly for use in the Registration Statement, any Statutory Prospectus, the Final Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus is the information relating to such information is that described as such Selling Stockholder set forth in Section 8(b) hereofthe table set forth in the Principal and Selling Stockholder section of any of the foregoing.

Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, each of the time the Initial Registration Statement initially became effective under and the Act, (B) at the time of filing with the Commission of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Additional Registration Statement (if any) conformed and will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did do not include and will not include any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus with the Commission pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply applies only to the extent that (iA) any part statements set forth under the captions "Principal and Selling Stockholders" (consisting of the name and address, number of shares and related footnotes to the table contained in such section), "Certain Relationships and Related Party Transactions" and only with respect to Xxxxxx X. Xxxxxx and B. Xxxx Xxxxx, each an executive officer of the Company (each an "Executive Officer Selling Stockholder"), any statement set forth under the caption "Management" (consisting of biographical information regarding each Executive Officer Selling Stockholder), or (B) omissions from the information under such captions in a Registration Statement which constitutes a Statement or the Final Prospectus, in each case of Eligibility (A) and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document B), are based upon on written information concerning such Selling Stockholder furnished to the Company by any Underwriter through the Representative such Selling Stockholder specifically for use therein, it therein (any written information concerning any Selling Stockholder furnished to the Company by such Selling Stockholder specifically for such use being understood and agreed that referred to as the only such information is that described as such in Section 8(b) hereof"Selling Stockholder Information").