Common use of Certain Agreements of the Underwriters Clause in Contracts

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly, that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, a “free writing prospectus,” as defined in Rule 405 (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III or prepared pursuant to Section 1(f) or Section 5(h) 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. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV hereto without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly, that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, a and “free writing prospectus,” as defined in Rule 405 (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III or prepared pursuant to Section 1(f) or Section 5(h) 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. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV hereto without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter of the Underwriters hereby represents and agrees, severally and not jointly, jointly represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such the 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 Schedule III or prepared pursuant to Section 1(f) or Section 5(h) above (including any electronic road show)Prospectus, or (iii) any free writing prospectus prepared by such Underwriter the Underwriters and approved by the Company in advance in writing. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV hereto A to the Underwriting Agreement without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly, agrees that it has not used, authorized use of, referred to, or participated in the planning of use of, and will not use, authorize use of, refer to, or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III Annex A or prepared pursuant to Section 1(f3(c) or Section 5(h4(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. Notwithstanding the foregoing, the Underwriters may use a the term sheet sheets substantially in the form of Schedule IV Annex B hereto without the consent of the Company.

Certain Agreements of the Underwriters. (a) Each Underwriter hereby represents and agrees, severally and not jointly, agrees that it has not and will not, and any Participating Affiliates have not and will not, use, authorize use of, refer to, or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such UnderwriterUnderwriter or Participating Affiliate, 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 Schedule III Annex A to this Agreement or prepared pursuant to Section 1(f3(c) or Section 5(h4(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. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV hereto without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly, agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III Annex A(II) or prepared pursuant to Section 1(f2(d) or Section 5(h3(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. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV hereto without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly, agrees that it has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to, to or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III Annex A or prepared pursuant to Section 1(f3(c) or Section 5(h4(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. Notwithstanding the foregoingwriting (each such free writing prospectus referred to in clauses (i) or (iii), the Underwriters may use a term sheet substantially in the form of Schedule IV hereto without the consent of the Companyan “Underwriter Free Writing Prospectus”).

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly, agrees that it has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to, to or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III Annex A or prepared pursuant to Section 1(f3(c) or Section 5(h4(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. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV hereto without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly, agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III Annex A(II) or prepared pursuant to Section 1(f2(d) or Section 5(h3(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. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV hereto Pricing Term Sheet without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter of the Underwriters hereby represents and agrees, severally and not jointly, jointly represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such the 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 Schedule III or prepared pursuant to Section 1(f) or Section 5(h) above (including any electronic road show)Prospectus, or (iii) any free writing prospectus prepared by such Underwriter the Underwriters and approved by the Company in advance in writing. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV hereto I to the Underwriting Agreement without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter of the Underwriters hereby represents and agrees, severally and not jointly, agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III Annex A or prepared pursuant to Section 1(f3(c) or Section 5(h4(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. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV Annex B hereto without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly, agrees that it has not used, authorized use of, referred to, or participated in the planning of use of, and will not use, authorize use of, refer to, or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III Annex B or prepared pursuant to Section 1(f3(c) or Section 5(h4(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. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV Annex C hereto without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agreeswarrants to, severally and not jointlyagrees with, the Company that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III Annex C or prepared pursuant to Section 1(f3(c) or Section 5(h4(c) above hereof (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV of, or consistent with, Annex D hereto without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly, agrees that it has not used, authorized use of, referred to, or participated in the planning of use of, and will not use, authorize use of, refer to, or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III Annex B or prepared pursuant to Section 1(f3(c) or Section 5(h4(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. Notwithstanding the foregoing, the Underwriters may use a the term sheet sheets substantially in the form of Schedule IV Annex C hereto without the consent of the Company.

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees, severally and not jointly, agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, a 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 Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) 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 Schedule III Annex A(II) or prepared pursuant to Section 1(f2(d) or Section 5(h3(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. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Schedule IV hereto Pricing Term Sheet without the consent of the Company.