Common use of Free Writing Prospectus Clause in Contracts

Free Writing Prospectus. (i) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company represents and State Treasury agrees that, without unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees that, unless it has or shall have obtained, as the case may be, the prior written consent of the State Treasury, which consent shall not be unreasonably withheld, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act; (ii) each Underwriter represents and agrees that, without required to be filed by the prior consent State Treasury with the Commission or retained by the State Treasury under Rule 433 of the Company and the RepresentativesSecurities Act, it has not made and will not make any offer relating to the Securities that would constitute other than a free writing prospectus required to be filed with containing the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including information contained in the final term sheet prepared and filed pursuant to Section 5(a4(d) hereof; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Annex A hereto and any electronic road show; provided further that the prior written consent of the State Treasury shall not be required for any Bloomberg screen or similar electronic communication providing for certain ratings or proposed terms of the Securities or relating to administrative or procedural matters in connection with the offering of the Securities. Any such free writing prospectus consented to by the Representatives or the State Treasury is hereinafter referred to as a “Permitted Free Writing Prospectus”. The State Treasury agrees that (x) is listed on Schedule II(ait has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) or Schedule II(c) hereto. (b) The Company it has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 under the Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including in respect of timely filing with the Commission or retention where required Commission, legending and legendingrecord keeping. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company represents and agrees thatcovenants that it will not, without unless it obtains the prior written consent of the RepresentativesPlacement Agent, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus Act) required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and with the Representatives Commission or retained by the Company under Rule 433 of the Securities Act (including a “Free Writing Prospectus”). In the final term sheet prepared and filed pursuant event that the Placement Agent expressly consents in writing to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. any Free Writing Prospectus (b) The a “Permitted Free Writing Prospectus”), the Company has complied and will covenants that it shall comply with the requirements of Rule 164 and 433 under of the Securities Act applicable to any Issuer such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission or retention where required Commission, legending and legending. (c) The Company agrees that if record keeping. If at any time following issuance during the Prospectus Delivery Period there occurred or occurs an event or development the result of an Issuer which a Free Writing Prospectus any event occurred conflicted or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement, the Pricing Statement or any Prospectus or the Prospectus included or would include include, when taken together with the Final Prospectus and Incorporated Documents, an untrue statement of a material fact or omitted or would omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingprevailing at that subsequent time, not misleading, the Company will give prompt notice thereof to promptly notify the Underwriters andPlacement Agent and will promptly amend or supplement, if requested by the Representativesat its own expense, will prepare and furnish without charge to each Underwriter an Issuer such Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 4(c) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 under the Act405; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, other than one or more term sheets relating to the Offered Securities containing customary information and conveyed to purchasers of Offered Securities, it has not made and will not make any offer relating to the Offered Securities that would constitute a “free writing prospectus prospectus” as defined in Rule 405, required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto.B to the Terms Agreement; (b) The Company has complied and will comply with the requirements of Rule 433 and Rule 164 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.; and (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Statutory Prospectus or the Prospectus or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters Representatives, will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an such amended or supplemented Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omissionProspectus; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically through the Representatives expressly for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 4(c) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, other than one or more term sheets relating to the Offered Securities containing customary information and conveyed to purchasers of Offered Securities, it has not made and will not make any offer relating to the Offered Securities that would constitute a “free writing prospectus prospectus” as defined in Rule 405 under the Securities Act, required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto.B to the Terms Agreement; (b) The Company has complied and will comply with the requirements of Rule 433 and Rule 164 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.; and (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Statutory Prospectus or the Prospectus or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters Representatives, will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an such amended or supplemented Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omissionProspectus; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically through the Representatives expressly for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating is eligible to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Prospectuses. Any Issuer Free Writing Prospectus used in connection with the issuance and sale of Shares under this Agreement does not include any event occurred or occurs as a result information the substance of which conflicts with the information contained in the Registration Statement, including any Incorporated Documents, and the Prospectuses and any prospectus supplement deemed to be a part thereof that has not been superseded or modified; and each such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading, the Company will give prompt notice thereof . The foregoing sentence does not apply to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an statements in or omissions from any Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that used in connection with the issuance and sale of Shares under this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance Agreement based upon and in conformity with written information furnished in writing to the Company by an Underwriter the Manager specifically for use therein. Any Issuer Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) in connection with the issuance and sale of Shares under this Agreement has been, or will be, filed with the Commission in accordance with the requirements of the Act and the rules thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) in connection with the issuance and sale of Shares under this Agreement or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Act and the rules thereunder. The Company will not, without the prior consent of the Manager, prepare, use or refer to, any Issuer Free Writing Prospectuses in connection with the issuance and sale of Shares under this Agreement.

Free Writing Prospectus. (i) The Company represents and agrees that, without unless it obtains the prior consent of the RepresentativesRepresentative, it has not made and will shall not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus set forth in Schedule 2-B and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 405 under the Act; (ii) each Underwriter represents 433, and agrees that, without the prior consent of the Company and the Representatives, that it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the applicable requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectuswith respect thereto, including timely filing with the Commission or retention where required required, legending and legending. (c) The Company agrees that if record keeping. If at any time following issuance of an Issuer Free Writing Prospectus any event there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus Statement or the Prospectus included or would include an untrue statement of a material fact or omitted or would omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingexisting at that subsequent time, not misleading, the Company will give prompt notice thereof to promptly notify the Underwriters andand will promptly amend or supplement, if requested by the Representativesat its own expense, will prepare and furnish without charge to each Underwriter an such Issuer Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will shall not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 405 under the Act; (ii) each Underwriter represents 433, and agrees that, without the prior consent of the Company and the Representatives, that it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the applicable requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectuswith respect thereto, including timely filing with the Commission or retention where required required, legending and legending. (c) The Company agrees that if record keeping. If at any time following issuance of an Issuer Free Writing Prospectus any event there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus Statement or the Prospectus included or would include an untrue statement of a material fact or omitted or would omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingexisting at that subsequent time, not misleading, the Company will give prompt notice thereof to promptly notify the Underwriters andand will promptly amend or supplement, if requested by the Representativesat its own expense, will prepare and furnish without charge to each Underwriter an such Issuer Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, without the prior consent of the RepresentativesUnderwriter, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each the Underwriter represents and agrees that, without the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives Underwriter (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters Underwriter and, if requested by the RepresentativesUnderwriter, will prepare and furnish without charge to each the Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an the Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company represents and State Treasury agrees that, without unless it has or shall have obtained the prior written consent of the RepresentativesRepresentatives and each Underwriter, severally and not jointly, agrees with the State Treasury that, unless it has or shall have obtained, as the case may be, the prior written consent of the State Treasury, which consent shall not be unreasonably withheld, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act; (ii) each Underwriter represents and agrees that, without required to be filed by the prior consent State Treasury with the Commission or retained by the State Treasury under Rule 433 of the Company and the RepresentativesSecurities Act, it has not made and will not make any offer relating to the Securities that would constitute other than a free writing prospectus required to be filed with containing the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including information contained in the final term sheet prepared and filed pursuant to Section 5(a5(b) hereof; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Annex A hereto and any electronic road show; provided further that the prior written consent of the State Treasury shall not be required for any Bloomberg screen or similar electronic communication providing for certain ratings or proposed terms of the Securities or relating to administrative or procedural matters in connection with the offering of the Securities. Any such free writing prospectus consented to by the Representatives or the State Treasury is hereinafter referred to as a “Permitted Free Writing Prospectus”. The State Treasury agrees that (x) is listed on Schedule II(ait has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) or Schedule II(c) hereto. (b) The Company it has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 under the Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including in respect of timely filing with the Commission or retention where required Commission, legending and legendingrecord keeping. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (iA) The Company represents and agrees that, without the prior consent has provided a copy to each of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” Underwriters of each Issuer Free Writing Prospectus (as defined below) used in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent sale of the Shares. The Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus filed all Issuer Free Writing Prospectuses required to be so filed with the Commission; and (iii) any such free writing prospectus , and no order preventing or suspending the effectiveness or use of which has any Issuer Free Writing Prospectus is in effect and no proceedings for such purpose have been consented instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply Commission. When taken together with the requirements rest of Rule 433 under the Act applicable to any Time of Sale Disclosure Package or the Final Prospectus, no Issuer Free Writing Prospectus, including timely filing with as of its issue date and at all subsequent times though the Commission completion of the public offer and sale of Shares, does or retention where required and legending. will include (ci) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit omission to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading, or (ii) information that conflicted, conflicts or will conflict with the Company will give prompt notice thereof information contained in the Registration Statement or the Final Prospectus. The representations and warranties set forth in the immediately preceding sentence shall not apply to statements in or omissions from the Underwriters andTime of Sale Disclosure Package, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Final Prospectus or any Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon upon, and in conformity with with, written information furnished in writing to the Company by an any Underwriter specifically for use therein.in the preparation thereof, which written information is described in Section 7(g). As used in this paragraph and elsewhere in this Agreement:

Free Writing Prospectus. (i) The Company represents and agrees thatcovenants that it will not, without unless it obtains the prior written consent of the RepresentativesPlacement Agent, it has not made and will not make any offer relating to the Securities Shares that would constitute a “free writing prospectus” (as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus Act) required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and with the Representatives Commission or retained by the Company under Rule 433 of the Securities Act (including a “Free Writing Prospectus”). In the final term sheet prepared and filed pursuant event that the Placement Agent expressly consents in writing to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. any Free Writing Prospectus (b) The a “Permitted Free Writing Prospectus”), the Company has complied and will covenants that it shall comply with the requirements of Rule 164 and 433 under of the Securities Act applicable to any Issuer such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission or retention where required Commission, legending and legending. (c) The Company agrees that if record keeping. If at any time following issuance during the Prospectus Delivery Period there occurred or occurs an event or development the result of an Issuer which a Free Writing Prospectus any event occurred conflicted or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement, the Pricing Statement or any Prospectus or the Prospectus included or would include include, when taken together with the Final Prospectus and Incorporated Documents, an untrue statement of a material fact or omitted or would omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingprevailing at that subsequent time, not misleading, the Company will give prompt notice thereof to promptly notify the Underwriters andPlacement Agent and will promptly amend or supplement, if requested by the Representativesat its own expense, will prepare and furnish without charge to each Underwriter an Issuer such Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company represents is eligible to use Issuer Free Writing Prospectuses in connection with the offering of the Shares pursuant to Rules 164 and agrees that433 of the 1933 Act Regulations. Any Issuer Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) of the 1933 Act Regulations has been, or will be, timely filed with the Commission in accordance with the requirements of the 1933 Act Regulations. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the 1933 Act or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the requirements of the 1933 Act Regulations, including but not limited to legending and recordkeeping requirements. Except for the Issuer Free Writing Prospectuses, if any, identified in Schedule C hereto, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to any Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and at all times through the prior consent completion of the Representativesoffering and sale of the Shares, it has did not, does not made and will not make include any offer relating to information that conflicted, conflicts or will conflict with the Securities that would constitute a “free writing prospectus” as defined information contained in Rule 405 under the Act; (ii) Registration Statement. The Company filed the Registration Statement with the Commission before using any Free Writing Prospectus; and each Underwriter represents and agrees that, without Issuer Free Writing Prospectus was preceded or accompanied by the prior consent most recent Preliminary Prospectus satisfying the requirements of Section 10 of the 1933 Act. The Company and the Representatives, it has not made satisfied and will satisfy the conditions of Rule 433 of the 1933 Act Regulations such that any electronic road show need not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating shall furnish to the Securities that would constitute Underwriters for review, a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the reasonable amount of time prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute proposed time of filing or use thereof, a copy of each proposed free writing prospectus required or any amendment or supplement thereto prepared by or on behalf of, used by, or referred to be filed with by the Commission; and (iii) Company, and the Company shall not file, use or refer to any proposed free writing prospectus or any amendment or supplement thereto without the Underwriters’ prior written consent. Any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) Underwriters is listed on Schedule II(a) or Schedule II(c) III hereto. (b) . The Company has complied and will comply shall furnish to each Underwriter, without charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or referred to by the Company as such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 of the requirements Securities Act Regulations or any similar rule) in connection with sales of Rule 433 under the Act applicable to Shares (but in any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that event if at any time following issuance of an Issuer Free Writing Prospectus any event through and including the Closing Date) there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus would any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or could conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or would included or could include an untrue statement of a material fact or omitted or could omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingprevailing at such time, not misleading, the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such conflict so that the statements in such free writing prospectus as so amended or supplemented will give prompt notice thereof not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such time, not misleading, as the case may be; provided, that prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Underwriters andfor review, if requested by a reasonable amount of time prior to the Representativesproposed time of filing or use thereof, will prepare a copy of such proposed amended or supplemented free writing prospectus, and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty the Company shall not apply file, use or refer to any statements such amended or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in supplemented free writing to prospectus without the Company by an Underwriter specifically for use thereinUnderwriters’ prior written consent.

Free Writing Prospectus. (ia) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) ; each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commissionprospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(aI(a) or Schedule II(cI(b) heretoand herein called a “Permitted Free Writing Prospectus”. (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Permitted Free Writing Prospectus, including timely Commission filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus and International Prospectus, as the case may be, or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically through the Representatives expressly for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will shall not make any offer relating to the Securities Offered ADSs that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 405 under the Act; (ii) each Underwriter represents 433, and agrees that, without the prior consent of the Company and the Representatives, that it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the applicable requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectuswith respect thereto, including timely filing with the Commission or retention where required required, legending and legending. (c) The Company agrees that if record keeping. If at any time following issuance of an Issuer Free Writing Prospectus any event there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus Statement or the Prospectus included or would include an untrue statement of a material fact or omitted or would omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingexisting at that subsequent time, not misleading, the Company will give prompt notice thereof to promptly notify the Underwriters andand will promptly amend or supplement, if requested by the Representativesat its own expense, will prepare and furnish without charge to each Underwriter an such Issuer Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; ; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives Representative (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically expressly for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating Prior to the Securities that would constitute a execution of this Agreement, the Partnership has not, directly or indirectly, offered or sold any Units by means of any “prospectus” or “free writing prospectus” (in each case within the meaning of the Act) or used any “prospectus” or “free writing prospectus” (in each case within the meaning of the Act) in connection with the offer or sale of the Units, and from and after the execution of this Agreement, the Partnership will not, directly or indirectly, offer or sell any Units by means of any “prospectus” or “free writing prospectus” (in each case within the meaning of the Act) or use any “prospectus” or “free writing prospectus” (in each case within the meaning of the Act) in connection with the offer or sale of the Units, other than the Prospectus, as amended or supplemented from time to time in accordance with the provisions of this Agreement, and any Permitted Free Writing Prospectuses; the Partnership has not, directly or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the Commission), the sending or giving, by the Managers, of any Permitted Free Writing Prospectus will satisfy the provisions of Rule 164 or Rule 433 (without reliance on subsections (b), (c) and (d) of Rule 164); the registration statement relating to the offering of the Units contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Act, satisfies the requirements of Section 10 of the Act; neither the Partnership nor any Manager is disqualified, by reason of subsection (f) or (g) of Rule 164 under the Act, from using, in connection with the offer and sale of the Units, “free writing prospectuses” (as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. Rules 164 and 433 under the Act; the parties hereto agree and understand that the content of any and all “road shows” (b) The Company has complied and will comply with the requirements of as defined in Rule 433 under the Act applicable Act) related to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light offering of the circumstances then prevailing, not misleading, Units contemplated hereby are “issuer free writing prospectuses” as defined in Rule 433 of the Company will give prompt notice thereof to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use thereinAct.

Free Writing Prospectus. (i) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating shall furnish to the Securities that would constitute Representatives for review, a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the reasonable amount of time prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute proposed time of filing or use thereof, a copy of each proposed free writing prospectus required or any amendment or supplement thereto prepared by or on behalf of, used by, or referred to be filed with by the Commission; and (iii) Company, and the Company shall not file, use or refer to any proposed free writing prospectus or any amendment or supplement thereto without the Representatives’ prior written consent. Any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) Underwriters is listed on Schedule II(a) or Schedule II(c) III hereto. (b) . The Company has complied and will comply shall furnish to each Underwriter, without charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or referred to by the Company as such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 of the requirements Securities Act Regulations or any similar rule) in connection with sales of Rule 433 under the Act applicable to Shares (but in any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that event if at any time following issuance of an Issuer Free Writing Prospectus any event through and including the Closing Date) there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus would any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or could conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or would included or could include an untrue statement of a material fact or omitted or could omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingprevailing at such time, not misleading, the Company will give prompt notice thereof shall promptly amend or supplement such free writing prospectus to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus eliminate or other document which will correct such conflictconflict so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, statement or omissionin the light of the circumstances under which they are made, not misleading, as the case may be; provided, howeverthat prior to amending or supplementing any such free writing prospectus, that this representation the Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus, and warranty the Company shall not apply file, use or refer to any statements such amended or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in supplemented free writing to prospectus without the Company by an Underwriter specifically for use thereinRepresentatives’ prior written consent.

Free Writing Prospectus. (i) The Company represents (including its agents and agrees thatrepresentatives, without other than the prior consent of the Representatives, it Underwriters in their capacity as such) has not made prepared, used, authorized, approved or referred to and will not make prepare, use, authorize, approve or refer to any offer relating Issuer Free Writing Prospectus related to the Securities offering of the Shares that would constitute is a “free writing prospectus” "written communication" (as defined in Rule 405 under the U.S. Securities Act; (ii) each Underwriter represents and agrees that), without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed except in accordance with Section 4 hereof. Each such Issuer Free Writing Prospectus complied in all material respects with the Commission; and (iii) any such free writing prospectus the use of which applicable U.S. Securities Laws, has been consented to by or will be (within the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the requirements of time period specified in Rule 433 under the U.S. Securities Act) filed in accordance with the U.S. Securities Act applicable (to any the extent required thereby) and, when taken together with the U.S. Preliminary Prospectus as of the Applicable Time, each such Issuer Free Writing Prospectus, including timely filing with did not, and as of the Commission or retention where required Closing Date and legending. (c) The Company agrees that if at the Additional Closing Date, as the case may be, will not, contain any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading, ; provided that the Company will give prompt notice thereof to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus makes no representation or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply with respect to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by an such Underwriter specifically through the Representatives expressly for use thereinin any Issuer Free Writing Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. Each such Issuer Free Writing Prospectus did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the U.S. Prospectus.

Free Writing Prospectus. (i) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Shares that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through any of the Representatives specifically for use therein.

Free Writing Prospectus. (ia) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) ; each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute other than (i) a free writing prospectus not required to be filed by the Company with the Commission; and Commission or retained by the Company under Rule 433 (iii) any such including but not limited to a free writing prospectus containing only information with respect to the use final terms of which the Registered Securities that is included in the Pricing Disclosure Package, has been consented filed with the SEC and is used in communications conveying customary information relating to by the Company and the Representatives (including the final term sheet prepared and filed pursuant offering to Section 5(a) hereof) is listed on Schedule II(ainvestors) or (ii) the free writing prospectus listed in Schedule II(c) heretoI (each, a “Permitted Free Writing Prospectus”). (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Permitted Free Writing Prospectus, including timely Commission filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically through the Representatives expressly for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating shall furnish to the Securities that would constitute Representatives for review, a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the reasonable amount of time prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute proposed time of filing or use thereof, a copy of each proposed free writing prospectus required or any amendment or supplement thereto prepared by or on behalf of, used by, or referred to be filed with by the Commission; and (iii) Company, and the Company shall not file, use or refer to any such proposed free writing prospectus or any amendment or supplement thereto without the use Representatives’ prior written consent, which consent shall be deemed to have been given in respect of which has been consented the Road Show and any free writing prospectus included on Schedule B hereto; the Company shall furnish to each Underwriter, without charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or referred to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that as such Underwriter may reasonably request; if at any time following issuance when a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with sales of an Issuer Free Writing Prospectus the Securities (but in any event if at any time through and including the time of purchase) there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration StatementStatement or, when taken together with the Pricing Prospectus preliminary prospectus accompanying, or the Prospectus delivered prior to delivery of, such free writing prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingprevailing at such time, not misleading, the Company will give prompt notice thereof shall promptly amend or supplement such free writing prospectus to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus eliminate or other document which will correct such conflictconflict so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, statement or omissionin the light of the circumstances under which they were made, not misleading, as the case may be; provided, however, that this representation prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus, and warranty the Company shall not apply file, use or refer to any statements such amended or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in supplemented free writing to prospectus without the Company by an Underwriter specifically for use thereinRepresentatives’ prior written consent.

Free Writing Prospectus. (i) The Company Wachovia and each Underwriter agree that the Underwriters may prepare and use one or more preliminary or final term sheets relating to the Securities containing customary information; (ii) Each Underwriter represents and agrees that, other than as permitted under subparagraph (a)(i) above, without the prior consent of the RepresentativesWachovia, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the ActAct that would constitute a free writing prospectus that is required to be filed with the Commission under Rule 433 under the Act and that, with respect to any issue of Securities to be sold pursuant to this Agreement, Schedule III to the Agreement will be a complete list of any free writing prospectuses for which the Underwriters have received such consent; (iiiii) each Underwriter Wachovia represents and agrees that, other than any final term sheet prepared and filed pursuant to Section 5(A)(a), without the prior consent of the Company and the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required and that, with respect to any issue of Securities to be filed with sold pursuant to this Agreement, Schedule III to the Commission; and (iii) Agreement will be a complete list of any such free writing prospectus the use of prospectuses for which Wachovia has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto.received such consent; (b) The Company Wachovia has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company Wachovia agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus as amended or supplemented or would include an 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 then prevailingunder which they were made, not misleading, the Company Wachovia will give prompt notice thereof to the Underwriters Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which that will correct such conflict, statement or omission; provided, however, that this representation and warranty Section 5(B)(c) shall not apply to any statements in or omissions in from an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished to Wachovia in writing to the Company by or on behalf of an Underwriter specifically expressly for use thereinin connection with the preparation of such Issuer Free Writing Prospectus.

Free Writing Prospectus. (i) The Company represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will shall not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433, provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 405 under the Act; (ii) each Underwriter represents 433, and agrees that, without the prior consent of the Company and the Representatives, that it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the applicable requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectuswith respect thereto, including timely filing with the Commission or retention where required required, legending and legending. (c) The Company agrees that if record keeping. If at any time following issuance of an Issuer Free Writing Prospectus any event there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus Statement or the Prospectus included or would include an untrue statement of a material fact or omitted or would omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingexisting at that subsequent time, not misleading, the Company will give prompt notice thereof to promptly notify the Underwriters andand will promptly amend or supplement, if requested by the Representativesat its own expense, will prepare and furnish without charge to each Underwriter an such Issuer Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities Warrants that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; ; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Warrants that would constitute a free writing prospectus required to be filed with the Commission; and and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically expressly for use therein.

Free Writing Prospectus. (ia) The Company represents and agrees that, without the prior consent of the Representativeseach Lead Representative, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act; (ii) ; and each Underwriter represents and agrees that, without the prior consent of the Company and the Representativeseach Lead Representative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commissionprospectus; and (iii) any such free writing prospectus prospectus, the use and content of which has have been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) each Lead Representative is listed on Schedule II(a) or Schedule II(c) III hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the 1933 Act to avoid a requirement to file with the Commission any electronic road show; (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters each Lead Representative pursuant to Section 12 and, if requested by the Lead Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty Section 4(c) shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically through the Lead Representatives expressly for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating shall furnish to the Securities that would constitute Representative for review, a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the reasonable amount of time prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute proposed time of filing or use thereof, a copy of each proposed free writing prospectus required or any amendment or supplement thereto prepared by or on behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any proposed free writing prospectus or any amendment or supplement thereto without the Representative’s prior written consent (not to be filed with the Commission; and (iii) any unreasonably withheld). Any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) Underwriters is listed on Schedule II(a) or Schedule II(c) III hereto. (b) . The Company has complied and will comply shall furnish to each Underwriter, without charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or referred to by the Company as such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 of the requirements Securities Act Regulations or any similar rule) in connection with sales of Rule 433 under the Act applicable to Shares (but in any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that event if at any time following issuance of an Issuer Free Writing Prospectus any event through and including the Closing Date) there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus would any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or could conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus or would included or could include an untrue statement of a material fact or omitted or could omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingprevailing at such time, not misleading, the Company will give prompt notice thereof shall promptly amend or supplement such free writing prospectus to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus eliminate or other document which will correct such conflictconflict so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, statement or omissionin the light of the circumstances under which they are made, not misleading, as the case may be; provided, howeverthat prior to amending or supplementing any such free writing prospectus, that this representation the Company shall furnish to the Representative for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus, and warranty the Company shall not apply file, use or refer to any statements such amended or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in supplemented free writing prospectus without the Representative’s prior written consent (not to the Company by an Underwriter specifically for use thereinbe unreasonably withheld).

Free Writing Prospectus. (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 3(a) hereof, without the prior consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the RepresentativesRepresentative, other than one or more term sheets relating to the Securities containing customary information (which, in their final form, will not be inconsistent with the final term sheet) and conveyed to purchasers of Securities, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commissionprospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives Representative (including the final term sheet prepared and filed pursuant to Section 5(a3(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the 1933 Act to avoid a requirement to file with the Commission any electronic road show. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters Representative and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically through the Representative expressly for use therein.

Free Writing Prospectus. (ia) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities Offer Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) ; each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Offer Shares that would constitute a free writing prospectus required to be filed with the Commissionprospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) III hereto.; (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.legending and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show; (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically through the Representatives expressly for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, without the prior consent of the Representatives, it has not made prepared or used, and will shall not make prepare or use, any offer relating to the Securities that would constitute a “free writing prospectus” (as such term is defined in Rule 405 under of the Securities Act; (ii, a “Free Writing Prospectus”) each Underwriter represents and agrees that, without the prior written consent of the Dealer-Manager. Each Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the Rights Offering or until any earlier date that the Company and notified or notifies the RepresentativesDealer-Manager as described in the next sentence, it has did not, does not made and will not make include any offer relating to the Securities information that would constitute a free writing prospectus required to be filed conflicted, conflicts or will conflict with the Commission; and (iii) information then contained in the Registration Statement or the Prospectus. If at any such free writing prospectus the use time following issuance of an Free Writing Prospectus there occurred or occurs an event or development as a result of which has been consented such Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or the Prospectus, or as a result of which such Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to by state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (x) the Company has promptly notified or will promptly notify the Dealer-Manager in writing and (y) the Representatives (including the final term sheet prepared and filed pursuant Company has promptly amended or will promptly amend or supplement such Free Writing Prospectus to Section 5(a) hereof) is listed on Schedule II(a) eliminate or Schedule II(c) hereto. (b) correct such conflict, untrue statement or omission. The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company Wachovia represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(A)(a), without the prior consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Each Underwriter represents and agrees that, without the prior consent of Wachovia, other than as permitted under subparagraph (a)(i) above and other than one or more term sheets relating to the Company Securities containing customary information and the Representativesconveyed to purchasers, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus that is required to be filed with the CommissionCommission under Rule 433 under the Act; and (iii) any Any such free writing prospectus the use of which requires consent under clause (ii) above and has been consented to by the Company and the Representatives Wachovia (not including the final term sheet prepared and filed pursuant to Section 5(a5(A)(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto.I. (b) The Company Wachovia has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company Wachovia agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus as amended or supplemented or would include an 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 then prevailingunder which they were made, not misleading, the Company Wachovia will give prompt notice thereof to the Underwriters Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which that will correct such conflict, statement or omission; provided, however, that this representation and warranty Section 5(B)(c) shall not apply to any statements in or omissions in from an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished to Wachovia in writing to the Company by or on behalf of an Underwriter specifically expressly for use thereinin connection with the preparation of such Issuer Free Writing Prospectus.

Free Writing Prospectus. (ia) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act; (ii) ; each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute other than (i) a free writing prospectus not required to be filed by the Company with the Commission; and Commission or retained by the Company under Rule 433 (iii) any such including but not limited to a free writing prospectus containing only information with respect to the use final terms of which the Registered Securities that is included in the Pricing Disclosure Package, has been consented filed with the SEC and is used in communications conveying customary information relating to by the Company and the Representatives (including the final term sheet prepared and filed pursuant offering to Section 5(a) hereof) is listed on Schedule II(ainvestors) or (ii) the free writing prospectus listed in Schedule II(c) heretoI (each, a “Permitted Free Writing Prospectus”). (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Permitted Free Writing Prospectus, including timely Commission filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically through the Representatives expressly for use therein.

Free Writing Prospectus. (i) The Company represents has not prepared or used, and agrees thatshall not prepare or use, any Free Writing Prospectus without the prior written consent of each Dealer-Manager. Each Free Writing Prospectus, as of its issue date and at all subsequent times through the Representativescompletion of the Rights Offering or until any earlier date that the Company notified or notifies the Dealer-Managers as described in the next sentence, it has did not, does not made and will not make include any offer relating to the Securities information that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees thatconflicted, without the prior consent of the Company and the Representatives, it has not made and conflicts or will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed conflict with the Commission; and (iii) any such free writing prospectus information then contained in the use of which has been consented to by the Company and the Representatives Registration Statement (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(arelated preliminary prospectus) or Schedule II(cthe Prospectus. If at any time following issuance of a Free Writing Prospectus there occurred or occurs an event or development as a result of which such Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement (including the related preliminary prospectus) hereto. or the Prospectus, or as a result of which such Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (bx) the Company has promptly notified or will promptly notify the Dealer-Managers in writing and (y) the Company has promptly amended or will promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The Company has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (i) The Company represents and agrees thatCompany, without the prior consent of the RepresentativesRBC Capital Markets Corporation or Xxxxxx Brothers Inc., it has not made and will not make any offer relating to the Securities Offered Units that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act; (ii) ; each Underwriter represents and severally agrees that, that such Underwriter 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 such Underwriter without the prior consent of the Company and (any such issuer information with respect to whose use the RepresentativesCompany has given its consent, it has not made and will not make “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any offer relating such issuer information contained in any document filed by the Company with the Commission prior to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any use of such free writing prospectus and (ii) “issuer information,” as used in this Section 5(b), shall not be deemed to include information prepared by or on behalf of such Underwriter on the use basis of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) or derived from issuer information; any such Permitted Issuer Information is listed on Schedule II(a) or Schedule II(cII(b) hereto. (b) . The Company has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) . The Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show. The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters RBC Capital Markets Corporation and Xxxxxx Brothers Inc. and, if requested by the RepresentativesRBC Capital Markets Corporation or Xxxxxx Brothers Inc., will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically through RBC Capital Markets Corporation or Xxxxxx Brothers Inc. expressly for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, without unless it obtains the prior consent of the RepresentativesRepresentative, it has not made and will shall not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus set forth in Schedule 2-B and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Representative as an “issuer free writing prospectus,” as defined in Rule 405 under the Act; (ii) each Underwriter represents 433, and agrees that, without the prior consent of the Company and the Representatives, that it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the applicable requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectuswith respect thereto, including timely filing with the Commission or retention where required required, legending and legending. (c) The Company agrees that if record keeping. If at any time following issuance of an Issuer Free Writing Prospectus any event there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Pricing Prospectus Statement or the Prospectus included or would include an untrue statement of a material fact or omitted or would omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingexisting at that subsequent time, not misleading, the Company will give prompt notice thereof to promptly notify the Underwriters andRepresentative and will promptly amend or supplement, if requested by the Representativesat its own expense, will prepare and furnish without charge to each Underwriter an such Issuer Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically for use therein.

Free Writing Prospectus. (ia) The Company and each of the Selling Shareholders represents and agrees that, without the prior consent of the Representativeseach Lead Representative, it has not made and will not make any offer relating to the Securities that would constitute a “"free writing prospectus” " as defined in Rule 405 under the 1933 Act; (ii) ; and each Underwriter represents and agrees that, without the prior consent of the Company and the Representativeseach Lead Representative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to be filed with the Commissionprospectus; and (iii) any such free writing prospectus prospectus, the use and content of which has have been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) each Lead Representative is listed on Schedule II(a) or Schedule II(c) III hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the 1933 Act to avoid a requirement to file with the Commission any electronic road show; (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters each Lead Representative pursuant to Section 12 and, if requested by the Lead Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty Section 4(c) shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically through the Lead Representatives expressly for use therein.

Free Writing Prospectus. (i) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a Any free writing prospectus that the Company is required to be file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission; and (iii) any such Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the use Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of which has been consented or used or referred to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) complies or Schedule II(c) hereto. (b) The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Securities Act and the applicable to any Issuer Free Writing Prospectus, including timely filing with rules and regulations of the Commission thereunder. Each free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Sale ADSs or retention where required until any earlier date that the Company notified or notifies the Manager, did not, does not and legending. (c) The Company agrees will not include any material information that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred conflicted, conflicts or occurs as a result of which such Issuer Free Writing Prospectus would will conflict with the information contained in the Registration Statement, the Pricing Prospectus Statement or the Prospectus or would include an Prospectus. Each broadly available road show, if any, when considered together with the General Disclosure Package, does not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading. Except for the Permitted Free Writing Prospectuses, if any, and electronic road shows, if any, furnished to and approved by the Manager in accordance with Section 6(b), the Company has not prepared, used or referred to, and will give prompt notice thereof to the Underwriters andnot, if requested by the Representativesprepare, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus use or other document which will correct such conflictrefer to, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in free writing to the Company by an Underwriter specifically for use thereinprospectus.

Free Writing Prospectus. (a) (i) The Company represents and agrees that, without the prior consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities Warrants that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; ; (ii) each Underwriter represents and agrees that, without the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities Warrants that would constitute a free writing prospectus required to be filed with the Commission; and and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) Representative is listed on Schedule II(a) or Schedule II(c) hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter specifically expressly for use therein.