Common use of Certain Agreements of the Underwriters Clause in Contracts

Certain Agreements of the Underwriters. Each Underwriter severally agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers and not incorporated by reference into the Registration Statement and any press release issued by the Issuers) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b) or Section 5 above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially in the form of Annex B hereto without the consent of the Issuers.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, ,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially in the form of Annex B hereto without the consent of the Issuers.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, ,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially the Pricing Term Sheet referred to in the form of Annex B hereto without the consent of the IssuersCompany.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriterunderwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A B or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use a term sheets sheet substantially in the form of Annex B C hereto without the consent of the IssuersCompany.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriterunderwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A Schedule IIA or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road showshow other than any electronic road listed on Schedule IIB hereto), or (iii) any free writing prospectus prepared by such Underwriter underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially in the form of Annex B hereto without the consent of the Issuers.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially the Pricing Term Sheet referred to in the form of Annex B hereto without the consent of the IssuersCompany.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, ,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road show), ) or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially the Pricing Term Sheet referred to in the form of Annex B hereto without the consent of the IssuersCompany.

Certain Agreements of the Underwriters. Each Underwriter severally agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers and not incorporated by reference into the Registration Statement and any press release issued by the Issuers) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b2(c) or Section 5 above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially in the form of Annex B A hereto without the consent of the IssuersCompany.

Certain Agreements of the Underwriters. (a) Each Underwriter severally agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers and not incorporated by reference into the Registration Statement and any press release issued by the Issuers) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b2(c) or Section 5 above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially in the form of Annex B A hereto without the consent of the IssuersCompany.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, to or participate in the planning for use of, of any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A Schedule IIA or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road show), including any electronic road show listed on Schedule IIB hereto) or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially in the form of Annex B hereto without the consent of the Issuers.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A B or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially the Pricing Term Sheets referred to in the form of Annex B hereto without the consent of the IssuersCompany.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriterunderwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A B or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use a term sheets sheet substantially in the form of Annex B C-1 and C-2 hereto without the consent of the IssuersCompany.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, ,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b3(c) or Section 5 above 4(d) (including any electronic road show), ) above or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially the Pricing Term Sheet referred to in the form of Annex B A hereto without the consent of the IssuersCompany.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A B or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use a term sheets sheet substantially in the form of Annex B C hereto without the consent of the IssuersCompany.

Certain Agreements of the Underwriters. Each Underwriter severally represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities 1933 Act (which term includes use of any written information furnished to the Commission by the Issuers Issuer and not incorporated by reference into the Registration Statement and any press release issued by the IssuersIssuer) other than (i) a free writing prospectus that, solely as a result of use by such Underwriterunderwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433433 under the 1933 Act, (ii) any Issuer Free Writing Prospectus document listed on Annex A Schedule C or prepared pursuant to Section 1(b1(iv) or Section 5 3(b) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company Issuer in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use a term sheets sheet substantially in the form of Annex B Schedule D hereto without the consent of the IssuersIssuer; and each Underwriter is not subject to any proceeding under Section 8A of the 1933 Act with respect to the offering (and will promptly notify the Issuer if any such proceeding against it is initiated during the Prospectus Delivery Period).

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriterunderwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A B or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use a term sheets sheet substantially in the form of Annex B C-1, C-2 and C-3 hereto without the consent of the IssuersCompany.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A B or prepared pursuant to Section 1(b3(c) or Section 5 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially in the form of Annex B hereto without the consent of the Issuers.

Certain Agreements of the Underwriters. Each Underwriter severally hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Issuers Company and not incorporated by reference into the Registration Statement and any press release issued by the IssuersCompany) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b3(i)(c) or Section 5 4(c) above (including any electronic road showshow approved by the Company), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially in the form of Annex B hereto without the consent of the Issuers.