Common use of Agreements of the Underwriter Clause in Contracts

Agreements of the Underwriter. The Underwriter agrees that it shall not include any “issuer information” (as defined in Rule 433) in any “free writing prospectus” (as defined in Rule 405) used or referred to by the Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company, and not superseded or corrected by a document subsequently filed by the Company, with the Commission prior to the use of such free writing prospectus and (ii) “issuer information,” as used in this Section 7, shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

Agreements of the Underwriter. The Underwriter agrees that it shall not include any “issuer information” (as defined in Rule 433433 under the Securities Act) in any “free writing prospectus” (as defined in Rule 405405 under the Securities Act) used or referred to by the Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company, and not superseded or corrected by a document subsequently filed by the Company, with the Commission prior to the use of such free writing prospectus and (ii) “issuer information,” as used in this Section 7, shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

Agreements of the Underwriter. [s]. The Underwriter agrees that it Underwriter[s] [severally] agree [it][they] shall not include any “issuer information” (as defined in Rule 433433 under the Act) in any “free writing prospectus” (as defined in Rule 405) used or referred to by the Underwriter such Underwriter[s] without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company, and not superseded or corrected by a document subsequently filed by the Company, Company with the Commission prior to the use of such free writing prospectus and (ii) “issuer information,” as used in this Section 7, 5 shall not be deemed to include information prepared by or on behalf of such Underwriter Underwriter[s] on the basis of or derived from issuer information.