Common use of Distribution of Offering Material By the Company Clause in Contracts

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Issuer Permitted Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto (as defined below) or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I Exhibit B hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the each Subsequent Closing Date (as defined below) and the completion of the Underwriters’ ' distribution of the NotesUnits, any offering material in connection with the offering and sale of the Notes Units other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives Representative, and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration StatementRepresentatives.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I or Annex II hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date, any Option Closing Date and the completion of the Underwriters’ distribution of the NotesUnits, any offering material in connection with the offering and or sale of the Notes Units other than the Preliminary Prospectusany Testing-the-Waters Communication made in compliance with Section 3(lll) hereof, the ProspectusRegistration Statement, any Issuer the preliminary prospectus, the Permitted Free Writing Prospectus Prospectuses reviewed and consented to by the Representatives Underwriters and included in Annex I hereto or Schedule II hereto, and the Registration StatementProspectus.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectusany preliminary prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I Schedule II hereto or the Registration StatementStatement (as any of such may be amended by any document filed pursuant to the Exchange Act).

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Pre-Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I Exhibit C hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I Exhibit B hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date Time and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I Schedule C hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date Time and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives Representative and included in Annex I Schedule C hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes Offering other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Prospectus and the Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto Schedule B hereto, or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and nor will not it distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration StatementRepresentative.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Permitted Free Writing Prospectus reviewed and consented to by (as defined herein), the Representatives and included in Annex I hereto Final Term Sheet or the Registration StatementProspectus.

Distribution of Offering Material By the Company. The Company has not distributed and or will not distribute, prior to the later of the Closing Date Time and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration StatementRepresentatives.

Distribution of Offering Material By the Company. The Company has not distributed and nor will not it distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration StatementRepresentatives.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesShares, any offering material in connection with the offering and sale of the Notes Shares other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Prospectus and the Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto Schedule B hereto, or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Prospectus and the Issuer Free Writing Prospectus reviewed and consented to by the Representatives Underwriters and included in Annex I hereto Schedule B hereto, or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Final Prospectus and the Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration StatementProspectus.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesShares, any offering material in connection with the offering and or sale of the Notes Shares other than the Preliminary ProspectusRegistration Statement, any preliminary prospectus, the Prospectus, any Issuer General Use Free Writing Prospectus reviewed and other materials, if any, permitted under the Act and consented to by the Representatives and included in Annex I hereto or the Registration StatementRepresentatives.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Second Closing Date and or the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the a Preliminary Prospectus, the Prospectus, any Issuer General Use Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex Annexes I or II hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included identified in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Second Closing Date and (as hereinafter defined) or the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the a Preliminary Prospectus, the Prospectus, any Issuer General Use Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ Underwriter’s distribution of the NotesUnits, any offering material in connection with the offering and or sale of the Notes Units other than the Preliminary ProspectusRegistration Statement, the Prospectuspreliminary prospectus, any Issuer the Permitted Free Writing Prospectus Prospectuses reviewed and consented to by the Representatives Underwriter and included in Annex I hereto or Schedule II hereto, and the Registration StatementProspectus.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included identified in Annex I hereto or the Registration Statementhereto.

Distribution of Offering Material By the Company. The Company has and the Issuers have not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Representatives and included in Annex I hereto Representative or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Pre-Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I Exhibit F hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the last Subsequent Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes Securities other than the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Permitted Free Writing Prospectus reviewed and consented to by (as defined herein), the Representatives and included in Annex I hereto Final Term Sheet or the Registration StatementProspectus.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives Representative and included in Annex I Exhibit B hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the last Subsequent Closing Date (as defined below) and the completion of the Underwriters’ distribution of the NotesDebentures, any offering material in connection with the offering and sale of the Notes Debentures other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto Representative or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the each Subsequent Closing Date (as defined below) and the completion of the Underwriters’ Underwriter's distribution of the NotesUnits, any offering material in connection with the offering and sale of the Notes Units other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives Underwriter, and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary ProspectusRegistration Statement, the ProspectusPricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in on Annex I hereto or the Registration Statementhereto.

Distribution of Offering Material By the Company. The Company has not distributed and nor will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Prospectus, the Final Term Sheet and any other Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration StatementRepresentatives.

Distribution of Offering Material By the Company. The Company has and its affiliates have not distributed and will not distribute, prior to the later of the Option Closing Date (as defined below) and the completion of the Underwriters’ distribution of the Notes, any written offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, Registration Statement or any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration StatementProspectus.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the last Subsequent Closing Date (as defined below) and the completion of the Underwriters’ distribution of the NotesShares, any offering material in connection with the offering and sale of the Notes Shares other than the Preliminary Statutory Prospectus, the ProspectusProspectus (including any Prospectus wrapper reviewed and consented to by the Representative), any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto Representative or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesDebt Securities, any offering material in connection with the offering and sale of the Notes Debt Securities other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives Representative and included in Annex I EXHIBIT B hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date Time and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary ProspectusRegistration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I listed on Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Registration Statement.Representatives and listed on Schedule C hereto (each a, 4

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included referred to in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the any Closing Date and the completion of the Underwriters’ distribution of the NotesStock, any offering material in connection with the offering and sale of the Notes Stock other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and or included in Annex I Schedule B hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ Underwriter’s distribution of the NotesShares, any offering material in connection with the offering and sale of the Notes Shares other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives Underwriter and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included identified in Annex I Schedule III hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and or included in Annex I Schedule B hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ Underwriter’s distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives Underwriter and included identified in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included identified in Annex I hereto or the Registration Statementand Xxxxx XX hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date or Optional Closing Date, if any, and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Prospectus, and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives Underwriters and included identified in Annex I hereto or the Registration Statementhereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives Representative and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed distributed, and will not distribute, distribute prior to the later of the Closing Date Time and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Registration Statement, the Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statementon Schedule C hereto.

Distribution of Offering Material By the Company. The Company has and the Issuers have not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any Issuer Free Writing Prospectus free writing prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Pricing Prospectus, the Prospectus, any Prospectus and the Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration StatementProspectus.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Registration Statement, the Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration StatementSchedule II hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and or the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the a Preliminary Prospectus, the Prospectus, any Issuer General Use Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes Notes, other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or hereto, the Registration StatementStatement or any electronic road show in connection with the offering and sale of the Notes.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesShares, any offering material in connection with the offering and sale of the Notes Shares other than the a Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and or included in Annex I Schedule III hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date, any Option Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Registration Statement, the Preliminary Prospectus, the Prospectus, Prospectus and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration StatementSchedule III hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Prospectus and the Issuer Free Writing Prospectus reviewed and consented to by in the Representatives and included in Annex I hereto or the Registration Statementform attached as Schedule B hereto.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the last Subsequent Closing Date (as defined below) and the completion of the Underwriters’ distribution of the NotesDebentures, any offering material in connection with the offering and sale of the Notes Debentures other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Permitted Free Writing Prospectus reviewed and consented to by (as defined herein), the Representatives and included in Annex I hereto Final Term Sheet (as defined herein) or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and or the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ ' distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the last Subsequent Closing Date (as defined below) and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectusa preliminary prospectus, the Prospectus, any Issuer Permitted Free Writing Prospectus reviewed and consented to by (as defined herein), the Representatives and included in Annex I hereto Final Term Sheet (as defined herein) or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Pre-Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I Exhibit E hereto or the Registration Statement.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the NotesSecurities, any offering material in connection with the offering and sale of the Notes Securities other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or the Registration Statement.