Common use of Free Writing Prospectuses Clause in Contracts

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, 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 an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) The Company covenants and 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 (i) conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus or one or more free writing prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) that would be and is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any or one or more free writing prospectus prospectuses that contains information substantially the same as the information contained in Exhibit 2 hereto (as defined in Rule 405 under the Act) included in Schedule III hereto. Each an “Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted disseminationFree Writing Prospectus”); provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives Representative (including those which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule III hereto), is hereinafter referred to as in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare a pricing term sheet, substantially in the form of Exhibit 2 hereto and warrants that it has treated or covenants approved by the Representative, and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file such pricing term sheet pursuant to Rule 433 433(d) under the ActSecurities Act within the time period prescribed by such Rule. (c) The Company and each Underwriter has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any other Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and each Underwriter agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict in any material respect with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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, then (i) the Company party that first becomes aware of the foregoing will give prompt notice thereof to the Representatives Representative and/ or the Company, as applicable, and, (ii) if requested by the RepresentativesRepresentative or the Company, as applicable, the Company will prepare and furnish without charge to each Underwriter an Issuer a Permitted Free Writing Prospectus or other document that which will correct such conflict, statement or omission. (e) Each Underwriter agrees that (i) no information that is conveyed to investors by such Underwriter has been or will be inconsistent with the information contained in the Pricing Disclosure Package, and (ii) if an Underwriter shall use an Underwriter Free Writing Prospectus that contains information in addition to, or in conflict with, the Pricing Disclosure Package, the liability arising from its use of such additional or conflicting information shall be the sole responsibility of the Underwriter using such Underwriter Free Writing Prospectus; provided, however, that, for the avoidance of doubt, this clause 6(e)(ii) shall not be interpreted as tantamount to the indemnification obligations contained in Section 8(b) hereof.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus or one or more free writing prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) that would be and is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under of the ActAct or one or more free writing prospectuses that contains information substantially the same as the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) of the Act relating to the Notes (the Pricing Term Sheet); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those which shall include the Pricing Term Sheet discussed in Section 6(b)) is listed on Schedule III hereto), is hereinafter referred to as in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the ActAct within the time period prescribed by such Rule. (c) The Company and has each Underwriter have complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any other Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees each Underwriter agree that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict in any material respect with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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, then (i) the Company party that first becomes aware of the foregoing will give prompt notice thereof to the Representatives and/ or the Company, as applicable, and, (ii) if requested by the RepresentativesRepresentatives or the Company, as applicable, the Company will prepare and furnish without charge to each Underwriter an Issuer a Permitted Free Writing Prospectus or other document that which will correct such conflict, statement or omission. (e) Each Underwriter agrees that (i) no information that is conveyed to investors by such Underwriter has been or will be inconsistent with the information contained in the Pricing Disclosure Package, and (ii) if any Underwriter shall use a free writing prospectus that contains information in addition to, or in conflict with, the Pricing Disclosure Package, the liability arising from its use of such additional or conflicting information shall be the sole responsibility of such Underwriter using such free writing prospectus; provided, however, that, for the avoidance of doubt, this clause 6(e)(ii) shall not be interpreted as tantamount to the indemnification obligations contained in Section 8(b) hereof.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Representative represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the Registration Statementprior written consent of the Company, the Time of Sale Prospectus or the Prospectus or it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (iiB) when read together any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the other information meaning of Rule 144A under the Securities Act or institutions that is part are accredited investors within the meaning of Rule 501 under the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as II and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as II hereto and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees thatwill not, without the prior consent of the RepresentativesRepresentative, it has not made and will not (i) make any offer relating to the Public Securities that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Securities Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make except for any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus set forth in Schedule 2-B hereto and any electronic road show previously approved by the Representative, or other (ii) file, refer to, approve, use or authorize the use of any “free writing prospectus (prospectus” as defined in Rule 405 under the Act) that would be required Securities Act with respect to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act Offering or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) The Company covenants and agrees that if Public Securities. If at any time following issuance of an Issuer Free Writing Prospectus any event shall have occurred or occurs as a result of which such any Issuer Free Writing Prospectus would (i) as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus as then amended or (ii) when read together with supplemented or would, in the other information that is part judgment of the Time of Sale ProspectusUnderwriters or the Company, 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 prevailingexisting at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Securities Act Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will give prompt notice thereof to notify the Representatives Representative promptly and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance satisfactory to the Representative) that will correct such statement, omission or conflict or effect such compliance. The Company has complied and will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus or other document that will correct including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such conflict, statement or omissionIssuer Free Writing Prospectus.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the 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 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and 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 Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus (prospectus,” as defined in Rule 433 under the Act) 433, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending and record keeping. (cb) The Company covenants will prepare a final term sheet relating to the Offered Securities, containing only information that describes the final terms of the Offered Securities and agrees that if at any time otherwise in a form consented to by the Representative, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following issuance the date such final terms have been established for all classes of the offering of the Offered Securities. Any such final term sheet is an Issuer Free Writing Prospectus any event occurred or occurs as and a result of which such Issuer Permitted Free Writing Prospectus would for purposes of this Agreement. The Company also consents to the use by any Underwriter of a free writing prospectus that contains only (ii)(x) conflict with information describing the preliminary terms of the Offered Securities or their offering or (y) information that describes the final terms of the Offered Securities or their offering and that is included in the Registration Statement, final term sheet of the Time Company contemplated in the first sentence of Sale Prospectus or the Prospectus this subsection or (ii) when read together with the other information that is part of the Time of Sale Prospectusnot “issuer information,” as defined in Rule 433, include an untrue statement of a material fact it being understood that any such free writing prospectus referred to in clause (i) or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, (ii) above shall not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter be an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionfor purposes of this Agreement.

Free Writing Prospectuses. (ai) The Company representsBrazil and each Underwriter agree that the Underwriters may prepare and use one or more preliminary or final term sheets relating to the Debt Securities containing customary information; and Brazil consents to the use by the Underwriters of a free writing prospectus that (1) is not an “issuer free writing prospectus” as defined in Rule 433 under the Act or a free writing prospectus containing “issuer information” as defined by Rule 433(h)(2) under the Act, warrantsand (2) contains only (A) information describing the preliminary terms of the Debt Securities or their offering, covenants (B) information permitted by Rule 134 under the Act or (C) information that describes the final terms of the Debt Securities or their offering and agrees that is included in the final term sheets; (ii) Each Underwriter represents that, without the prior consent of the Representativesother than as permitted under subparagraph (a)(i) above, it has not made and will not make any offer relating to the Debt Securities that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, Act without the prior consent of Brazil and that the Company Terms Agreement contains as an exhibit a complete list of any free writing prospectus for which the Underwriters have received such consent; (iii) Brazil represents and the Representatives, agrees that it has not made and will not make any offer relating to the Debt Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that without the prior consent of each Underwriter and that the parties hereto shall be deemed to have been given in respect Terms Agreement contains as an exhibit a complete list of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Issuer Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.Prospectuses for which Brazil has received such consent; (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and Brazil has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Issuer Free Writing Prospectus, including, without limitation, including timely filing with the Commission filing or retention where required, legending required and record keepinglegending. (c) The Company covenants and Brazil 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 (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Brazil will give prompt notice thereof to the Representatives each Underwriter and, if requested by the Representativesrepresentatives of the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that 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 Brazil by any Underwriter expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without the prior consent of the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Securities Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Securities Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus or one or more free writing prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) that would be and is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under of the ActAct or one or more free writing prospectuses that contains information substantially the same as the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) of the Act relating to the Notes (the Pricing Term Sheet); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives Underwriters (including those which shall include the Pricing Term Sheet discussed in Section 6(b)) is listed on Schedule III hereto), is hereinafter referred to as in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Underwriters, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the ActAct within the time period prescribed by such Rule. (c) The Company and has each Underwriter have complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any other Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees each Underwriter agree that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict in any material respect with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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, then (i) the Company party that first becomes aware of the foregoing will give prompt notice thereof to the Representatives Underwriters and/ or the Company, as applicable, and, (ii) if requested by the RepresentativesUnderwriters or the Company, as applicable, the Company will prepare and furnish without charge to each Underwriter an Issuer a Permitted Free Writing Prospectus or other document that which will correct such conflict, statement or omission. (e) Each Underwriter agrees that (i) no information that is conveyed to investors by such Underwriter has been or will be inconsistent with the information contained in the Pricing Disclosure Package, and (ii) if any Underwriter shall use a free writing prospectus that contains information in addition to, or in conflict with, the Pricing Disclosure Package, the liability arising from its use of such additional or conflicting information shall be the sole responsibility of such Underwriter using such free writing prospectus; provided, however, that, for the avoidance of doubt, this clause 6(e)(ii) shall not be interpreted as tantamount to the indemnification obligations contained in Section 8(b) hereof.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made distributed and will not make distribute any offer relating to “prospectus” (within the meaning of the Securities that would constitute a Act) or offering material in connection with the offering or sale of the Shares other than the then most recent Prospectus Supplement and any “issuer free writing prospectus prospectus” (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants 433) reviewed and agrees, severally and not jointly, 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 an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by BTIG, in each case accompanied by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”then most recent base prospectus. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an Each issuer free writing prospectus (as defined in Rule 433), as of its issue date and as of each Applicable Time, 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 Prospectus, including any Incorporated Document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to any statements in or omissions from any issuer free writing prospectus made in reliance upon and in conformity with written information furnished to the Company by BTIG expressly for use in such issuer free writing prospectus. The Company is not disqualified, by reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the offer and sale of the Shares, issuer free writing prospectuses pursuant to Rules 164 and 433 under the Securities Act) . The Company was not and is not an “ineligible issuer” as defined in Rule 405 under the Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Shares. Any issuer free writing prospectus that the Company is required to file pursuant to Rule 433 has complied and been, or will comply be, timely filed with the Commission in accordance with the requirements of Rule 164 and 433. Each issuer free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433 under or that was prepared by or on behalf of or used by the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) The Company covenants and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred complies or occurs as a result of which such Issuer Free Writing Prospectus would (i) conflict will comply in all material respects with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part requirements of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, 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 an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, agrees that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) The Company covenants and 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 (i) conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omission.

Free Writing Prospectuses. (a) The Company representsrepresents and warrants to, warrants, covenants and agrees thatwith, each Underwriter that (i) the Company has not made, and will not make, any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of the Representatives, such consent not to be unreasonably withheld (which consent being deemed to have been given with respect to (A) each Final Term Sheet prepared and filed pursuant to Section 5(a) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule III to the applicable Pricing Agreement); (ii) each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act on the date of first use, and the Company has complied and will comply with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 under the Act; (iii) each Issuer Free Writing Prospectus will not, as of its issue date and, to the extent not amended or superseded, at all subsequent times through completion of the offering, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the Preliminary Prospectus and any other Issuer Free Writing Prospectus issued prior thereto or as of its issue date, will not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 written information furnished to the Company by an Underwriter through the Representatives for use therein. (b) Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that it has not made made, and will not make any offer relating to the Securities that would constitute a “free writing prospectus prospectus” (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives; provided however, it has not made and will not make any offer relating that prior to the Securities that would constitute an Issuer Free Writing Prospectus or other preparation of each Final Term Sheet in accordance with Section 5(a) of this Agreement, the Underwriters are authorized to use a free writing prospectus that contains only information (as defined in Rule 405 under i) describing the Actpreliminary terms of the Designated Securities or their offering or (ii) that would describing the final terms of the Designated Securities which will not be required to be filed by the Company inconsistent with the Commission or retained by the Company under Rule 433 under the Act, other than the each Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) The Company covenants and 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 (i) conflict with the information in the Registration Statement, the Time of Sale Preliminary Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, would include an 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 to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that which will correct such conflict, untrue statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under of the Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part prior written consent of the Time of Sale Prospectus, 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 Representatives and, if requested by and the Representatives, it has not distributed, and will prepare not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and furnish without charge to each Underwriter an Issuer Free Writing Prospectus (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Act or other document institutions that will correct such conflict, statement or omissionare accredited investors within the meaning of Rule 501 under the Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will i) not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other “issuer free writing prospectus prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActSecurities Act unless the Placement Agent approves its use in writing prior to first use (each, other than the Final Term Sheeta “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the parties Placement Agent hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the ActIssuer Free Writing Prospectus(es) included in Schedule III I hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf toii) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in the Placement Agent or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus (as defined prepared by or on behalf of such Placement Agent that such Placement Agent otherwise would not have been required to file thereunder. The Company will satisfy the conditions in Rule 433 under the Act) and has complied and will comply Securities Act to avoid a requirement to file with the requirements of Rule 164 and Rule 433 under the Act applicable to Commission any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keepingelectronic road show. (c) The Company covenants and 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 (i) conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any or one or more free writing prospectus (as defined in Rule 405 under prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the Act) included information contained in Schedule III II hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified (which shall include the pricing term sheet discussed in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectusSection 3(b) hereof), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare a pricing term sheet, substantially in the form of Schedule II hereto and warrants that it has treated or covenants approved by the Representatives, and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file such pricing term sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Representatives have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives, expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company representsrepresents and warrants to, warrants, covenants and agrees thatwith, each Underwriter that (i) the Company has not made, and will not, make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior consent of the RepresentativesRepresentatives (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule II hereto); (ii) each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Company has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 of the Rules and Regulations; (iii) each Issuer Free Writing Prospectus will not, as of its issue date and through the time the Notes are delivered pursuant to Section 3 hereof, include any information that conflicts with the information contained in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the most recent Preliminary Prospectus, did not, as of the Applicable Time, does not, as of the date hereof, and will not, as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that it has not made made, and will not make any offer relating to the Securities Notes that would constitute a “free writing prospectus prospectus” (as defined in Rule 405 under of the Act), other than Rules and Regulations) required to be filed with the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, thatCommission, 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 an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) The Company covenants and 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 (i) conflict with the information in the Registration Statement, the Time of Sale most recent Preliminary Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, would include an 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 prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that which will correct such conflict, statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus or one or more free writing prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) that would be and is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under or one or more free writing prospectuses that contains information substantially the Actsame as the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) of the Act relating to the Notes (the Pricing Term Sheet); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those which shall include the Pricing Term Sheet discussed in Section 6(b)) is listed on Schedule III hereto), is hereinafter referred to as in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the ActAct within the time period prescribed by such Rule. (c) The Company and has each Underwriter have complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any other Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees each Underwriter agree that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict in any material respect with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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, then (i) the Company party that first becomes aware of the foregoing will give prompt notice thereof to the Representatives and/ or the Company, as applicable, and, (ii) if requested by the RepresentativesRepresentatives or the Company, as applicable, the Company will prepare and furnish without charge to each Underwriter an Issuer a Permitted Free Writing Prospectus or other document that which will correct such conflict, statement or omission. (e) Each Underwriter agrees that (i) no information that is conveyed to investors by such Underwriter has been or will be inconsistent with the information contained in the Pricing Disclosure Package, and (ii) if any Underwriter shall use a free writing prospectus that contains information in addition to, or in conflict with, the Pricing Disclosure Package, the liability arising from its use of such additional or conflicting information shall be the sole responsibility of such Underwriter using such free writing prospectus; provided, however, that, for the avoidance of doubt, this clause 6(e)(ii) shall not be interpreted as tantamount to the indemnification obligations contained in Section 8(b) hereof.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Underwriters represent and agrees, severally and not jointly, agree that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the Registration Statementprior written consent of the Company, the Time of Sale Prospectus or the Prospectus or it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (iiB) when read together any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the other information meaning of Rule 144A under the Securities Act or institutions that is part are accredited investors within the meaning of Rule 501 under the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesUnderwriters, 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Underwriters represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the Registration Statementprior written consent of the Company, the Time of Sale Prospectus or the Prospectus or it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (iiB) when read together any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the other information meaning of Rule 144A under the Securities Act or institutions that is part are accredited investors within the meaning of Rule 501 under the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under of the Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants agrees not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and 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 that, (iA) conflict with unless it obtains the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part prior written consent of the Time of Sale Prospectus, 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 Representatives and, if requested by and the Representatives, it has not distributed, and will prepare not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and furnish without charge to each Underwriter an Issuer Free Writing Prospectus (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Act or other document institutions that will correct such conflict, statement or omissionare accredited investors within the meaning of Rule 501 under the Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Notes (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as II hereto and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as II and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter, through the Representatives, expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than a Permitted Free Writing Prospectus and the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesLimited Use Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus, the Limited Use Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet but shall not include a Limited Use Free Writing Prospectus), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as II-A hereto and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus or a Limited Use Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus or such Limited Use Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus or a Limited Use Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Securities Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the Securities Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act433, other than the Final Term Sheet; provided, provided that the prior Underwriters may use a term sheet substantially in the form of Schedule II hereto without the consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted disseminationCompany; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified (which shall include the pricing term sheet discussed in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectusSection 3(b) hereof), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare a term sheet specifying the terms of the Notes not contained in the Preliminary Prospectus, substantially in the form of Schedule II hereto and warrants that it has treated or covenants approved by the Representatives, and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file such pricing term sheet pursuant to Rule 433 433(d) under the ActSecurities Act within the time period prescribed by such Rule. (c) The Company and has the Representatives have complied and will comply with the requirements of Rule 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing filing, where required, legending and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Preliminary Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, or the Pricing Disclosure Package 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 prevailingunder which they were made, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the 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 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, 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 Offered Shares that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, that the prior such consent of the parties hereto shall be is deemed to have been given in with respect to each Issuer Free Writing Prospectus identified on Schedule B hereto and any “road show that is a written communication” within the meaning of any free writing prospectus (as defined in Rule 405 under the Act433(d)(8)(i) included in Schedule III hereto. Each Underwriter further covenants that has been reviewed and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationRepresentative. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus (prospectus,” as defined in Rule 433 under the Act) 433, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any Bona Fide Electronic Road Show. If at any time following the issuance of an Issuer a Permitted Free Writing Prospectus any event there occurred or occurs an event or development as a result of which such Issuer Permitted Free Writing Prospectus conflicted or would (i) conflict with the information contained in the Registration Statement, the Time of Sale Prospectus General Disclosure Package or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, or 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 Representatives 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 Issuer such Permitted Free Writing Prospectus to eliminate or other document that will correct such conflict, untrue statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any or one or more free writing prospectus (as defined in Rule 405 under prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the Act) included information contained in Schedule III II hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified (which shall include the pricing term sheet discussed in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectusSection 3(b) hereof), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare a pricing term sheet, substantially in the form of Schedule II hereto and warrants that it has treated or covenants approved by the Representatives, and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file such pricing term sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives, expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Representative represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActCommission, other than the Final Term Sheet; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the Registration Statementprior written consent of the Company, the Time of Sale Prospectus or the Prospectus or it has not distributed, and will not distribute, any Written Testing-the-Waters Communication other than those listed on Schedule V, and (iiB) when read together any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the other information meaning of Rule 144A under the Securities Act or institutions that is part are accredited investors within the meaning of Rule 501 under the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesLead Underwriter, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Lead Underwriter, 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and 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 Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Lead Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus (prospectus,” as defined in Rule 433 under the Act) 433, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including timely filing with the Commission filing where required, legending and record keeping. (cb) The Company covenants will prepare a final term sheet relating to the Offered Securities, containing only information that describes the final terms of the Offered Securities and agrees that if at any time otherwise in a form consented to by the Lead Underwriter, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following issuance the date such final terms have been established for all classes of the offering of the Offered Securities. Any such final term sheet is an Issuer Free Writing Prospectus any event occurred or occurs as and a result of which such Issuer Permitted Free Writing Prospectus would for purposes of this Agreement. The Company consents to the use by any Underwriter of a free writing prospectus that contains only (i) conflict with information describing the information in preliminary terms of the Registration Statement, the Time of Sale Prospectus Offered Securities or the Prospectus their offering or (ii) when read together with the other information that is part describes the final terms of the Time of Sale Prospectus, include an untrue statement of a material fact Offered Securities or omit to state any material fact necessary in order to make the statements therein, their offering and that is included in the light final term sheet of the circumstances then prevailing, not misleading, Company contemplated in the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionfirst sentence of this subsection.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without the prior consent of the RepresentativesManagers, it has not made and will not make any offer relating to the Securities Shares that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants ; each Manager represents and agrees, severally and not jointly, 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 Shares that would constitute an Issuer Free Writing Prospectus or other a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheetprospectus; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those Managers as of the date of this Agreement is listed on Schedule III I(a) hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.; (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Issuer Free Writing Prospectus and Unscheduled Free Writing Prospectus, including, without limitation, including timely filing with the Commission filing or retention where required, legending required and record keeping.legending; and (c) The Company covenants and agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Unscheduled Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Unscheduled Free Writing Prospectus would (i) conflict with the information in the applicable Registration Statement, the Time of Sale Statement or Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives Managers and, if requested by the Representativesany Manager, will prepare and furnish without charge to each Underwriter Manager an Issuer Free Writing Prospectus or other document that 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 or Unscheduled Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by the Managers expressly for use therein.

Free Writing Prospectuses. (ai) The Company represents, warrants, covenants represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(A)(a) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. ; (ii) Each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without the prior consent of the Company and the Representatives, other than one or more term sheets, substantially in the form of Schedule III hereto, or communications via Bloomberg relating to the Notes that are customarily made by underwriters in connection with offerings of these securities containing customary information and conveyed to purchasers of the Notes, it has not made and will not make any offer relating to the Securities Notes that would constitute an Issuer Free Writing Prospectus or other a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheetfiled; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus and (as defined in Rule 405 under the Actiii) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any Any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which requires consent under clauses (i) and (ii) above and has been consented to by the Company and the Representatives (including those the final term sheet prepared and filed pursuant to Section 5(A)(a) hereof) is listed on Schedule III heretoII(a), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Issuer Free Writing Prospectus, including, without limitation, including timely filing with the Commission filing or retention where required, legending required and record keepinglegending. (c) The Company covenants and 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 (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that 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 the Representatives expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any or one or more free writing prospectus (as defined in Rule 405 under prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the Act) included information contained in Schedule III II hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified (which shall include the pricing term sheet discussed in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectusSection 3(b) hereof), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare a pricing term sheet, substantially in the form of Schedule II hereto and warrants that it has treated or covenants approved by the Representatives, and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file such pricing term sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Representatives have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives, expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each a Permitted Free Writing Prospectus; each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, 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 an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Securities Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, prospectus the use of which has been is consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to herein as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations .” The only Permitted Free Writing Prospectus as of the Commission promulgated thereundertime of this Agreement is the final term sheet referred to in paragraph 5(b) below. (b) The Company represents agrees to file a final term sheet, in the form of Schedule I hereto and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in approved by the Representative pursuant to Rule 433 433(d) under the ActSecurities Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict in any material respect with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives Representative and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to each Underwriter an Issuer a Permitted Free Writing Prospectus or other document that which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesXxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Xxxxx Xxxxxxx & Co. is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under of the Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the Registration Statementprior written consent of the Company and Xxxxx Xxxxxxx & Co., the Time of Sale Prospectus or the Prospectus or it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (iiB) when read together any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the other information meaning of Rule 144A under the Act or institutions that is part are accredited investors within the meaning of Rule 501 under the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionAct.

Free Writing Prospectuses. (ai) The Company represents, warrants, covenants South Africa 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) South Africa represents and agrees that, that it has not made and will not make any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of the RepresentativesRepresentatives and that each Pricing Agreement will contain a complete list of any Issuer Free Writing Prospectuses for which South Africa has received such consent; and (iii) Each Underwriter represents and agrees that (A) except for any “free writing prospectus” (as defined by Rule 405 under the Act) containing customary information and prepared by the Underwriters for use by the Underwriters on Bloomberg screens or similar communications and which is not (x) an Issuer Free Writing Prospectus or (y) a free writing prospectus containing “issuer information” (as defined by Rule 433(h)(2) under the Act), 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company South Africa, which consent shall not be unreasonably withheld and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the ActB) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect each Pricing Agreement will contain a complete list of any free writing prospectus (as defined in Rule 405 under prospectuses for which the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by Underwriters have received such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.consent; (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and South Africa has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Issuer Free Writing Prospectus, includingincluding timely filing with the Commission, without limitation, timely Commission filing retention where required, legending required and record keeping.legending; and (c) The Company covenants and South Africa 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 (i) conflict with the information in the Registration Statement, the Time of Sale Prospectus Base Prospectus, the Preliminary Prospectus, or the Final Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 South Africa will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that 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 any Underwriter Information.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each a Permitted Free Writing Prospectus; each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, 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 an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus Securities Act (as defined in Rule 405 under the Act) included in Schedule III hereto. Each an “Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationFree Writing Prospectus”). Any such free writing prospectus, prospectus the use of which has been is consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to herein as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations The only Permitted Free Writing Prospectus as of the Commission promulgated thereundertime of this Agreement is the pricing term sheet referred to in paragraph 5(b) below. (b) The Company represents agrees to file a pricing term sheet, in the form of Schedule I hereto and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in approved by the Representative pursuant to Rule 433 433(d) under the ActSecurities Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict in any material respect with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives Representative and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to each Underwriter an Issuer a Permitted Free Writing Prospectus or other document that which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative, expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesb) each Selling Stockholder, severally and not jointly, represents and agrees that, without unless it obtains the prior consent of the Company and the Representatives, and (c) each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and 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 Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination405. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. .” For the purposes of clarity, nothing the parties hereto agree that each General Use Issuer Free Writing Prospectus listed on Schedule F hereto is a Permitted Free Writing Prospectus and the electronic roadshow relating to the offering of the Offered Securities, in this Section 6(a) shall restrict the form heretofore approved by the Company from making any filings required in order to comply with its reporting obligations under and the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) Representatives, is a Permitted Free Writing Prospectus. The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus (prospectus,” as defined in Rule 433 under the Act) 433, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitationwhere required, timely Commission filing where requiredfiling, legending and record keeping. (c) . The Company covenants represents that is has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, include an untrue statement of a material fact or omit to state Commission 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionelectronic road show.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Debentures that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Debentures that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus or one or more free writing prospectuses that contain only preliminary or final terms of the Debentures (which may include prices of bonds from comparable issuers) that would be and is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any or one or more free writing prospectus prospectuses that contains information substantially the same as the information contained in Exhibit 2 hereto (as defined in Rule 405 under the Act) included in Schedule III hereto. Each an “Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted disseminationFree Writing Prospectus”); provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives Representative (including those which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule III hereto), is hereinafter referred to as in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare a pricing term sheet, substantially in the form of Exhibit 2 hereto and warrants that it has treated or covenants approved by the Representative, and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file such pricing term sheet pursuant to Rule 433 433(d) under the ActSecurities Act within the time period prescribed by such Rule. (c) The Company and each Underwriter has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any other Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and each Underwriter agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict in any material respect with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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, then (i) the Company party that first becomes aware of the foregoing will give prompt notice thereof to the Representatives Representative and/ or the Company, as applicable, and, (ii) if requested by the RepresentativesRepresentative or the Company, as applicable, the Company will prepare and furnish without charge to each Underwriter an Issuer a Permitted Free Writing Prospectus or other document that which will correct such conflict, statement or omission. (e) Each Underwriter agrees that (i) no information that is conveyed to investors by such Underwriter has been or will be inconsistent with the information contained in the Pricing Disclosure Package, and (ii) if an Underwriter shall use an Underwriter Free Writing Prospectus that contains information in addition to, or in conflict with, the Pricing Disclosure Package, the liability arising from its use of such additional or conflicting information shall be the sole responsibility of the Underwriter using such Underwriter Free Writing Prospectus; provided, however, that, for the avoidance of doubt, this clause 6(e)(ii) shall not be interpreted as tantamount to the indemnification obligations contained in Section 8(b) hereof.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Representatives represent and agrees, severally and not jointly, agree that, without unless they obtain the prior written consent of the Company and the RepresentativesCompany, it has they have not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and Company, or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) Issuer Free Writing Prospectus and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the Registration Statementprior written consent of the Company, the Time of Sale Prospectus or the Prospectus or it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (iiB) when read together any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the other information meaning of Rule 144A under the Securities Act or institutions that is part are accredited investors within the meaning of Rule 501 under the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Bonds that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than a free writing prospectus (which shall include the Final Term Sheetpricing term sheet discussed in Section 3(b) hereof), the use of which has been consented to by the Company and the Representatives; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses listed on Schedule III hereto. Each Underwriter represents, warrants, covenants Any such free writing prospectus consented to by the Representatives and agreesthe Company is herein called a “Permitted Free Writing Prospectus”; each Underwriter, severally and not jointly, 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 Bonds that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder433. (b) The Company represents agrees to prepare a term sheet specifying the terms of the Bonds not contained in the Preliminary Prospectus, substantially in the form of Schedule II hereto and warrants that it has treated or covenants approved by the Representatives, and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file such pricing term sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Representatives have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event has occurred or occurs as a result of which that results in such Issuer Permitted Free Writing Prospectus would (i) conflict conflicting, or it becomes known that such Permitted Free Writing Prospectus conflicts with the information in the Registration Statement, the Time of Sale Preliminary Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, include or the Pricing Disclosure Package including an untrue statement of a material fact or omit omitting 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Pricing Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company by, or through the Representatives on behalf of, any Underwriter expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than a Permitted Free Writing Prospectus and the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesLimited Use Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus, the Limited Use Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet but shall not include the Limited Use Free Writing Prospectus), the use of which has been consented to by the Company and the Representatives (including those and which is listed on Schedule III hereto), II-A hereto is hereinafter referred to as herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus or the Limited Use Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus or the Limited Use Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus or the Limited Use Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company representsrepresents and warrants to, warrants, covenants and agrees thatwith, without the prior consent of the Representatives, Underwriters that it has not made and will not make any offer relating to the Securities Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), Securities Act (other than any Road Show and the Final Term Sheet) without the prior consent of the Representatives; any Issuer Free Writing Prospectus (including any Road Show) the use of which has been consented to by the Representatives is listed on Schedule II hereto. The Company will comply with the requirements of Rule 433 of the Rules and Regulations with respect to any such Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; any such Issuer Free Writing Prospectus will not, as of its issue date and through the time the Notes are delivered pursuant to Section 3 hereof, include any information that conflicts with the information contained in the Registration Statement, the Disclosure Package and the Prospectus; and any such Issuer Free Writing Prospectus, when taken together with the information contained in the Registration Statement, the Disclosure Package and the Prospectus, did not, as of the Applicable Time, does not and will not, as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that no representation or warranty is made as to information contained in or omitted from the Prospectus or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter expressly for use therein, which information is specified in Section 12. (b) Each Underwriter representsrepresents and warrants to, warrantsand agrees with, covenants the Company and agreeseach other Underwriter that it has not made, severally and will not jointly, thatmake any offer relating to the Notes that would constitute a “free writing prospectus” (as such term is defined in Rule 405 under the Securities Act) required to be filed with the Commission, without the prior consent of the Company and the Representatives, it has not made . The Company and will not make any offer relating the Representatives have consented to the Securities that would constitute an use by any Underwriter of the Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of and any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those Road Show listed on Schedule III II hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) The Company covenants and 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 (i) conflict with the information in the Registration Statement, the Time of Sale Prospectus Disclosure Package or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each any Underwriter an Issuer Free Writing Prospectus or other document that which will correct such conflict, statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Offered Shares that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, that the prior such consent of the parties hereto shall be is deemed to have been given in with respect to each Issuer Free Writing Prospectus identified on Schedule B hereto and any “road show that is a written communication” within the meaning of any free writing prospectus (as defined in Rule 405 under the Act433(d)(8)(i) included in Schedule III hereto. Each Underwriter further covenants that has been reviewed and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationRepresentatives. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus (prospectus,” as defined in Rule 433 under the Act) 433, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any Bona Fide Electronic Road Show. If at any time following the issuance of an Issuer a Permitted Free Writing Prospectus any event there occurred or occurs an event or development as a result of which such Issuer Permitted Free Writing Prospectus conflicted or would (i) conflict with the information contained in the Registration Statement, the Time of Sale Prospectus General Disclosure Package or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, or 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 Representatives andand 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 Permitted Free Writing Prospectus to eliminate or other document that will correct such conflict, untrue statement or omission.

Free Writing Prospectuses. (ai) The Company represents, warrants, covenants 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 Shares that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. ; (ii) Each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without the prior consent of the Company and the Representatives, other than one or more term sheets substantially in the form of Schedule III hereto, or communications via Bloomberg relating to the Shares that are customarily made by underwriters in connection with offerings of these securities containing customary information and conveyed to purchasers of the Depositary Shares, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus or other a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheetfiled; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus and (as defined in Rule 405 under the Actiii) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any Any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which requires consent under clauses (i) and (ii) above and has been consented to by the Company and the Representatives (including those the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule III II(a) hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.; (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Issuer Free Writing Prospectus, including, without limitation, including timely filing with the Commission filing or retention where required, legending required and record keeping.legending; and (c) The Company covenants and 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 (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that 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 the Representatives expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than a Permitted Free Writing Prospectus and the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesLimited Use Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus, the Limited Use Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet but shall not include the Limited Use Free Writing Prospectus), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as II-A hereto and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus or the Limited Use Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus or such Limited Use Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus or the Limited Use Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants a Permitted Free Writing Prospectus and agreesa Limited Use Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus, a Limited Use Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet but shall not include a Limited Use Free Writing Prospectus), the use of which has been consented to by the Company and the Representatives (including those and which is listed on Schedule III hereto), II-A hereto is hereinafter referred to as herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus or a Limited Use Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus or such Limited Use Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus or a Limited Use Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet433; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified (which shall include the pricing term sheet discussed in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectusSection 3(b) hereof), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare a pricing term sheet, substantially in the form of Schedule II hereto and warrants that it has treated or covenants approved by the Representatives, and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file such pricing term sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Representatives have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives, expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each a Permitted Free Writing Prospectus; each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, 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 Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet(an “Underwriter Free Writing Prospectus”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives Representative (including those which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule III hereto), is hereinafter referred to as in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare a pricing term sheet, substantially in the form of Exhibit 2 hereto and warrants that it has treated or covenants approved by the Representative, and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file such pricing term sheet pursuant to Rule 433 433(d) under the ActSecurities Act within the time period prescribed by such Rule. (c) The Company and each Underwriter has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any other Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict in any material respect with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives Representative and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to each Underwriter an Issuer a Permitted Free Writing Prospectus or other document that which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative, expressly for use therein. (e) Each Underwriter agrees that (i) it will not enter into a contract of sale of the Notes with any person until investors are presented with all information contained in the Pricing Disclosure Package and (ii) no information that is presented to investors has been or will be inconsistent with the information contained in the Pricing Disclosure Package.

Free Writing Prospectuses. (a) The Each of the Company and the Guarantor represents, warrants, covenants warrants and agrees that, without unless it obtains the prior consent of the Representatives, and each of the Underwriters represents, warrants and agrees that, unless it obtains the prior consent of the Company (including by virtue of the consent provided in Section 5(b) below) and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus prospectus” (as defined in Rule 405 under the Securities Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, 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 an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), pursuant to the preceding sentence is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes .” Each of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under and the Exchange Act or the rules Guarantor represents, warrants and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants agrees that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus prospectus” (as defined in Rule 433 under the Securities Act) ), and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including timely Commission SEC filing where required, legending and record keeping. (cb) The Company covenants will prepare the Final Term Sheet and agrees that if at any time will file the Final Term Sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following issuance the date such final terms have been established for all classes of the offering of the Securities. The Final Term Sheet constitutes an Issuer Free Writing Prospectus any event occurred or occurs as and a result of which such Issuer Permitted Free Writing Prospectus would for purposes of the Pricing Agreement. The Company consents to the use by any Underwriter of a free writing prospectus that (i) conflict would not be required to be filed with the information in SEC pursuant to Rule 433 under the Registration Statement, the Time of Sale Prospectus or the Prospectus Securities Act or (ii) when read together with the other contains only information that describes, or is part consistent with, the final terms of the Time of Sale Prospectus, include an untrue statement of a material fact Securities or omit to state any material fact necessary in order to make the statements therein, their offering and that is included in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionFinal Term Sheet.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the 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 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, 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 Offered ADSs that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus (prospectus,” as defined in Rule 433 under the Act) 433, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including making timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 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 (i) conflict with the information in the Registration Statement, the Time of Sale General Disclosure Package or the Final Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives Representative and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that 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 the Representative expressly for use therein.

Free Writing Prospectuses. (ai) The Company represents, warrants, covenants Republic 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) The Republic represents and agrees that, that it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of the RepresentativesRepresentatives and that Schedule III(a) hereto is a complete list of any Issuer Free Writing Prospectuses for which the Republic has received such consent; and (iii) Each Underwriter represents and agrees that (A) except for any “free writing prospectus” (as defined by Rule 405 under the Act) containing customary information and prepared by the Underwriters for use by the Underwriters on Bloomberg screens or similar communications and which is not (x) an Issuer Free Writing Prospectus or (y) a free writing prospectus containing “Issuer information” (as defined by Rule 433(h)(2) under the Act), 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company Republic, which consent shall not be unreasonably withheld and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the ActB) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties Schedule III(a) hereto shall be deemed to have been given in respect is a complete list of any free writing prospectus (as defined in Rule 405 under prospectuses for which the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by Underwriters have received such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderconsent. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and Republic has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Issuer Free Writing Prospectus, including, without limitation, including timely filing with the Commission filing or retention where required, legending required and record keeping.legending; and (c) The Company covenants and Republic 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 (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Republic will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that 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 Republic by any Underwriter through the Representatives expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesXxxxx Xxxxxxx, 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesXxxxx Xxxxxxx, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIV. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Xxxxx Xxxxxxx is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under of the Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the Registration Statementprior written consent of the Company and Xxxxx Xxxxxxx, the Time of Sale Prospectus or the Prospectus or it has not distributed, and will not distribute any Written Testing-the-Waters Communication, and (iiB) when read together any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the other information meaning of Rule 144A under the Act or institutions that is part are accredited investors within the meaning of Rule 501 under the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet), the use of which has been consented to by the Company and the Representatives (including those and which is listed on Schedule III hereto), is hereinafter referred to as II hereto and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company representsand the Guarantors, warrantsjointly and severally, covenants represent and agrees agree that, without unless the Company obtains 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without unless it obtains 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 an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto Representative and the Company shall be deemed to have been given in with respect of to any “free writing prospectus (as defined in Rule 405 under the Act) included prospectus” specified in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationthis Agreement. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company and each Guarantor represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending and record keeping. (cb) The Company covenants will prepare a final term sheet relating to the Securities, containing only information that describes the final terms of the Securities substantially in the form attached hereto as Schedule II or otherwise in a form consented to by the Representative, and agrees that if at any time will file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following issuance of the date such final terms have been established for the Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. The Company also consents to the use by any event occurred Underwriter of (i) a free writing prospectus that contains only (x) information describing the preliminary terms of the Securities or occurs their offering that do not reflect the final terms of the Securities or their offering or (y) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company contemplated in the first sentence of this subsection or (ii) a free writing prospectus that, solely as a result of which use by such Issuer Free Writing Prospectus Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433 under the Securities Act, or to retain it in the Company’s records pursuant to Rule 433(g) under the Securities Act, it being understood that any such free writing prospectus referred to in clauses (i) conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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, above shall not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter be an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionfor purposes of this Agreement.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under of the Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the Registration Statementprior written consent of the Company and the Representative, the Time of Sale Prospectus or the Prospectus or it has not distributed, and will not distribute any Written Testing-the-Waters Communication, and (iiB) when read together any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the other information meaning of Rule 144A under the Act or institutions that is part are accredited investors within the meaning of Rule 501 under the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Bonds that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than a free writing prospectus (which shall include the Final Pricing Term SheetSheet discussed in Section 3(b) hereof and as defined below), the use of which has been consented to by the Company and the Representatives; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses listed on Schedule IV hereto. Each Underwriter represents, warrants, covenants Any such free writing prospectus consented to by the Representatives and agreesthe Company is herein called a “Permitted Free Writing Prospectus”; each Underwriter, severally and not jointly, 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 Bonds that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder433. (b) The Company represents agrees to prepare a term sheet specifying the terms of the Bonds not contained in the Preliminary Prospectus, substantially in the form of Schedule II hereto and warrants that it has treated or covenants approved by the Representatives (the “Pricing Term Sheet”), and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Representatives have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an a Permitted Free Writing Prospectus or other Issuer Free Writing Prospectus any event has occurred that results in such Permitted Free Writing Prospectus or occurs as a result of which such other Issuer Free Writing Prospectus would (i) conflict conflicting, or it becomes known that such Permitted Free Writing Prospectus or other Issuer Free Writing Prospectus conflicts with the information in the Registration Statement, the Time of Sale Preliminary Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, include or the Pricing Disclosure Package including an untrue statement of a material fact or omit omitting 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Pricing Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company by, or through the Representatives on behalf of, any Underwriter expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any Any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under of the Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in the Registration Statement, the Time of Sale Prospectus Commission any electronic road show or the Prospectus free writing prospectus prepared by or (ii) when read together with the other information that is part on behalf of the Time of Sale ProspectusCompany that would otherwise not be required to be filed by the Company thereunder, include an untrue statement of a material fact or omit to state any material fact necessary in order to make but for the statements therein, in the light action of the circumstances then prevailingCompany. Each Underwriter severally represents and agrees that, not misleading, (A) unless it obtains the prior written consent of the Company will give prompt notice thereof to the Representatives and, if requested by and the Representatives, it has not distributed, and will prepare not distribute any Written Testing-the-Waters Communication, and furnish without charge to each Underwriter an Issuer Free Writing Prospectus (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Act or other document institutions that will correct such conflict, statement or omissionare accredited investors within the meaning of Rule 501 under the Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet433; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified (which shall include the pricing term sheet discussed in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectusSection 3(b) hereof), the use of which has been consented to by the Company and the Representatives (including those Representative, is listed on Schedule III hereto), is hereinafter referred to as and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare a pricing term sheet, substantially in the form of Schedule II hereto and warrants that it has treated or covenants approved by the Representative, and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file such pricing term sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Representative have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives Representative and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representative, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative, expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representative so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under of the Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants agrees not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities 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 (i) conflict are qualified institutional buyers with the information in meaning of Rule 144A under the Registration Statement, Act or institutions that are accredited investors within the Time meaning of Sale Prospectus or Rule 501 under the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionAct.

Free Writing Prospectuses. (ai) The Company represents, warrants, covenants Each of the Guarantor and the Trust 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 Trust Preferred Securities or the Related Securities that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. ; (ii) Each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without the prior consent of the Company Guarantor and the RepresentativesRepresentative, other than one or more term sheets relating to the Trust Preferred Securities and the Related Securities containing customary information and conveyed to purchasers of Trust Preferred Securities, it has not made and will not make any offer relating to the Trust Preferred Securities that would constitute an Issuer Free Writing Prospectus or other a free writing prospectus (as defined in Rule 405 under the Act) that would be is required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus and (as defined in Rule 405 under the Actiii) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any Any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company Guarantor and the Representatives Representative (including those the final term sheet prepared and filed pursuant to Section 5(A)(a)) is listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderII. (b) The Company represents Each of the Guarantor and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and Trust has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Issuer Free Writing Prospectus, including, without limitation, including timely filing with the Commission filing or retention where required, legending required and record keepinglegending. (c) The Company covenants and Guarantor 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 (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Guarantor will give prompt notice thereof to the Representatives Representative and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that 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 Guarantor by an Underwriter through the Representative, expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without the prior consent of the Representatives, that it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than each “free writing prospectus” set forth on Annex A hereto or subsequently consented to in writing by the Final Term Sheet. Representatives (each, a “Permitted Free Writing Prospectus”). (b) Each Underwriter represents, warrants, covenants and agreesUnderwriter, severally and not jointly, 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 an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any or one or more free writing prospectus (as defined prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus attached hereto as an issuer free writing prospectus Annex A. (c) The Company agrees to prepare a pricing term sheet, substantially in the form attached hereto as defined in Annex B, and approved by the Representatives, and to file such pricing term sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (d) and The Company has complied and will comply with the requirements of Rule Rules 433 and 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission SEC filing where required, legending and record keeping. (ce) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives, expressly for use therein. (f) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will (i) promptly notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented, (ii) amend or supplement the Pricing Disclosure Package to correct such statement or omission and (iii) supply any amendment or supplement to the Representatives in such quantities as the Representatives may reasonably request.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesa Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus or one or more free writing prospectuses that contains only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) that would be and is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any or one or more free writing prospectus prospectuses that contains information substantially the same as the information contained in Exhibit 2 hereto (as defined in Rule 405 under the Act) included in Schedule III hereto. Each an “Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted disseminationFree Writing Prospectus”); provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives Representative (including those which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule III hereto), is hereinafter referred to as in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare a pricing term sheet, substantially in the form of Exhibit 2 hereto and warrants that it has treated or covenants approved by the Representative, and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file such pricing term sheet pursuant to Rule 433 433(d) under the ActSecurities Act within the time period prescribed by such Rule. (c) The Company and each Underwriter has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any other Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and each Underwriter agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict in any material respect with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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, then (i) the Company party that first becomes aware of the foregoing will give prompt notice thereof to the Representatives Representative and/ or the Company, as applicable, and, (ii) if requested by the RepresentativesRepresentative or the Company, as applicable, the Company will prepare and furnish without charge to each Underwriter an Issuer a Permitted Free Writing Prospectus or other document that which will correct such conflict, statement or omission. (e) Each Underwriter agrees that (i) no information that is conveyed to investors by such Underwriter has been or will be inconsistent with the information contained in the Pricing Disclosure Package, and (ii) if an Underwriter shall use an Underwriter Free Writing Prospectus that contains information in addition to, or in conflict with, the Pricing Disclosure Package, the liability arising from the use of such additional or conflicting information shall be the sole responsibility of the Underwriter using such Underwriter Free Writing Prospectus; provided, however, that, for the avoidance of doubt, this clause 6(e)(ii) shall not be interpreted as tantamount to the indemnification obligations contained in Section 8(b) hereof.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under of the Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants agrees not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities 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 (i) conflict are qualified institutional buyers with the information in meaning of Rule 144A under the Registration Statement, Act or institutions that are accredited investors within the Time meaning of Sale Prospectus or Rule 501 under the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without the prior consent of the Representatives, neither it nor any of its subsidiaries has made, or will make, any offer relating to the Designated Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, other than the information contained in the final term sheet, it has not made and will not make any offer relating to the Designated Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, 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 an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those is listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderapplicable Pricing Agreement. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Issuer Free Writing Prospectus, including, without limitation, including timely filing with the Commission filing or retention where required, legending required and record keepinglegending. (c) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer and sale of the Designated Securities or until any earlier date that the Company or its subsidiaries notify the Representatives in accordance with this Agreement, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement. The Company covenants and 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 (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that 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 the Representatives expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior consent of the Company and 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 Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus (prospectus,” as defined in Rule 433 under the Act) 433, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. (cb) The Company covenants will prepare a final term sheet relating to the Offered Securities containing only information that describes the final terms of the Offered Securities and agrees that if at any time otherwise in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following issuance the date such final terms have been established for all classes of the offering of the Offered Securities. Any such final term sheet is an Issuer Free Writing Prospectus any event occurred or occurs as and a result of which such Issuer Permitted Free Writing Prospectus would for purposes of this Agreement. The Company consents to the use by any Underwriter of a free writing prospectus that contains only (ia)(i) conflict with information describing the information in preliminary terms of the Registration Statement, the Time of Sale Prospectus Offered Securities or the Prospectus their offering or (ii) when read together with information that describes the final terms of the Offered Securities or their offering and that is included in the final term sheet of the Company contemplated in the first sentence of this subsection or (b) other information that is part of the Time of Sale Prospectusnot “issuer information,” as defined in Rule 433, include an untrue statement of a material fact it being understood that any such free writing prospectus referred to in clause (a)(i) or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, (a)(ii) above shall not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter be an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionfor purposes of this Agreement.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Representative represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActCommission, other than the Final Term Sheet; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at it will satisfy the conditions in Rule 433 to avoid a requirement to file 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 (i) conflict electronic road show with the information in Commission. Each Underwriter represents and agrees that, (A) unless it has obtained or obtains the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part prior written consent of the Time Company, it has not distributed, and will not distribute, any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers within the meaning of Sale Prospectus, include an untrue statement Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of a material fact or omit to state any material fact necessary in order to make Rule 501 under the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 (prospectus” as defined in Rule 405 under the 1933 Act), other than a free writing prospectus the Final Term Sheetuse of which has been consented to by the Company and the Representatives; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the following free writing prospectuses: the electronic road show with respect to the Securities. Each Underwriter represents, warrants, covenants Any other free writing prospectus subsequently consented to by the Representatives and agreesthe Company is herein called a “Permitted Free Writing Prospectus”; each Underwriter, severally and not jointly, 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 an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder433. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has Representatives have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (c) The Company covenants and agrees that if at any time following issuance of an a Permitted Free Writing Prospectus or other Issuer Free Writing Prospectus any event has occurred that results in such Permitted Free Writing Prospectus or occurs as a result of which such other Issuer Free Writing Prospectus would (i) conflict conflicting with the information in the Registration Statement, the Time of Sale Preliminary Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, include or the Pricing Disclosure Package including an untrue statement of a material fact or omit omitting 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Pricing Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company by, or through the Representatives on behalf of, any Underwriter expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without unless it obtains 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 an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus (prospectus,” as defined in Rule 433 under the Act) 433, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending and record keeping. (cb) The Company covenants will prepare a final term sheet relating to the Securities, containing only information that describes the final terms of the Securities and agrees that if at any time otherwise in a form consented to by the Representative, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following issuance the date such final terms have been established for all classes of the offering of the Securities. Any such final term sheet is an Issuer Free Writing Prospectus any event occurred or occurs as and a result of which such Issuer Permitted Free Writing Prospectus would for purposes of this Agreement. The Company also consents to the use by any Underwriter of a free writing prospectus that contains only (ii)(x) conflict with information describing the preliminary terms of the Securities or their offering or (y) information that describes the final terms of the Securities or their offering and that is included in the Registration Statement, final term sheet of the Time Company contemplated in the first sentence of Sale Prospectus or the Prospectus this subsection or (ii) when read together with the other information that is part of the Time of Sale Prospectusnot “issuer information,” as defined in Rule 433, include an untrue statement of a material fact it being understood that any such free writing prospectus referred to in clause (i) or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, (ii) above shall not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter be an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionfor purposes of this Agreement.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants a Permitted Free Writing Prospectus and agreesa Limited Use Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus, a Limited Use Free Writing Prospectus, or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet but shall not include a Limited use Free Writing Prospectus), the use of which has been consented to by the Company and the Representatives (including those Representatives, is listed on Schedule III hereto), is hereinafter referred to as II-A hereto and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus or a Limited Use Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus or such Limited use Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus or a Limited Use Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under of the Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants agrees not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and 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 that, (iA) conflict with unless it obtains the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part prior written consent of the Time of Sale Prospectus, 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 Representatives and, if requested by and the Representatives, it has not distributed, and will prepare not distribute any Written Testing-the-Waters Communication [other than those listed on Schedule V], and furnish without charge to each Underwriter an Issuer Free Writing Prospectus (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Act or other document institutions that will correct such conflict, statement or omissionare accredited investors within the meaning of Rule 501 under the Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without the prior consent of the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Securities Shares that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than a Permitted Free Writing Prospectus and the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesLimited Use Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus, the Limited Use Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the 1933 Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those Underwriters, is listed on Schedule III hereto), is hereinafter referred to as II-A hereto and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (c) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus or the Limited Use Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus or the Limited Use Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives Underwriters and, if requested by the RepresentativesUnderwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Underwriters, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus or the Limited Use Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter expressly for use therein. (d) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Underwriters so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company representsand each Selling Stockholder, warrantsseverally and not jointly, covenants represent and agrees agree that, without unless it obtains 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior consent of the Company and 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 Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company and the Representatives agree that any such Permitted Free Writing Prospectus is listed on Schedule C hereto. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus (prospectus,” as defined in Rule 433 under the Act) 433, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. If at any time following issuance of an Issuer Free Writing Prospectus Prospectus, at a time when a prospectus relating to the Offered Securities is (or but for the exemption of Rule 172 would be) required to be delivered under the Act by any event Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would (i) conflict with the information then contained in the Registration Statement, the Time Statements or as a result of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale which such Issuer 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 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, the Company will give prompt notice thereof to promptly notify the Representatives and, if requested by the Representatives, and will prepare and furnish without charge to each Underwriter an promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or other document that will correct such conflict, untrue statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 Senior Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than a Permitted Free Writing Prospectus and the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesLimited Use Free Writing Prospectus; each Underwriter, severally and not jointly, 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 Senior Notes that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act) , other than a Permitted Free Writing Prospectus, the Limited Use Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet but shall not include the Limited Use Free Writing Prospectus), the use of which has been consented to by the Company and the Representatives (including those and which is listed on Schedule III hereto), is hereinafter referred to as II-A hereto and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents agrees to prepare the Pricing Term Sheet, which shall be previously approved by the Representatives, and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in to file the Pricing Term Sheet pursuant to Rule 433 433(d) under the Act1933 Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus or the Limited Use Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus or the Limited Use Free Writing Prospectus would (i) conflict with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Final Supplemented Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus a free writing prospectus or other document that document, the use of which has been consented to by the Representatives, which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus or the Limited Use Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives expressly for use therein. (e) The Company agrees that if there occurs an event or development as a result of which the Pricing Disclosure Package 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 light of the circumstances then prevailing, not misleading, the Company will notify the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented.

Free Writing Prospectuses. (a) The Company representsrepresents and warrants to, warrants, covenants and agrees thatwith, without the prior consent of the Representatives, Underwriters that it has not made and will not make any offer relating to the Securities Notes that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), Securities Act (other than any Road Show and the Final Term Sheet) without the prior consent of the Representatives; any Issuer Free Writing Prospectus (including any Road Show) the use of which has been consented to by the Representatives is listed on Schedule II hereto. The Company will comply with the requirements of Rule 433 of the Rules and Regulations with respect to any such Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; any such Issuer Free Writing Prospectus will not, as of its issue date and through the time the Notes are delivered pursuant to Section 4 hereof, include any information that conflicts with the information contained in the Registration Statement, the Disclosure Package and the Prospectus; and any such Issuer Free Writing Prospectus, when taken together with the information contained in the Registration Statement, the Disclosure Package and the Prospectus, did not, as of the Applicable Time, does not and will not, as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, that no representation or warranty is made as to information contained in or omitted from the Prospectus or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter expressly for use therein, which information is specified in Section 12. (b) Each Underwriter representsrepresents and warrants to, warrantsand agrees with, covenants the Company and agreeseach other Underwriter that it has not made, severally and will not jointly, thatmake any offer relating to the Notes that would constitute a “free writing prospectus” (as such term is defined in Rule 405 under the Securities Act) required to be filed with the Commission, without the prior consent of the Company and the Representatives, it has not made . The Company and will not make any offer relating the Representatives have consented to the Securities that would constitute an use by any Underwriter of the Issuer Free Writing Prospectus or other and any Road Show listed on Schedule II hereto. The Company hereby also consents to the use by any Underwriter of a free writing prospectus that (as defined in Rule 405 under the Acti) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and is not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such an “issuer free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (” as defined in Rule 433 under of the ActRules and Regulations and (ii) contains (A) only information describing the preliminary terms of the Notes or their offering, (B) only information that describes the final terms of the Notes or their offering and has complied and will comply with that is included in the requirements final term sheet contemplated in Section 4(a) hereof or (C) comparable bond price or similar information that (in the case of Rule 164 and this clause (C) only) is not “issuer information,” as defined in Rule 433 under of the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending Rules and record keepingRegulations. (c) The Company covenants and 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 (i) conflict with the information in the Registration Statement, the Time of Sale Prospectus Disclosure Package or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each any Underwriter an Issuer Free Writing Prospectus or other document that which will correct such conflict, statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto Representative shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants agrees not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities 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 (i) conflict are qualified institutional buyers with the information in meaning of Rule 144A under the Registration Statement, Act or institutions that are accredited investors within the Time meaning of Sale Prospectus or Rule 501 under the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of Credit Suisse and Jefferies, and each Underwriter represents and agrees that, unless it obtains the prior consent of the RepresentativesCompany and Credit Suisse and Jefferies, 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and 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 Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Credit Suisse and Jefferies is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus (prospectus,” as defined in Rule 433 under the Act) 433, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including the timely filing of such prospectus with the Commission filing where required, legending and record keeping. The Company represents that is has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. (cb) The Company covenants Each Underwriter hereby represents and agrees with the Company that it will not offer any Offered Securities to offerees in Israel, other than to investors listed in the Addendum; provided further that as a prerequisite to sale of Securities by the Underwriters to such Israeli investors, each of them shall be required to submit written confirmation to the Underwriters and the Company that such investor (a) falls within the scope of the Addendum; and (b) is acquiring the Offered Securities being offered to it for investment for its own account or, if at any time following issuance of an Issuer Free Writing Prospectus applicable, for investment for clients who are investors listed in the Addendum and in any event occurred or occurs not as a result of which such Issuer Free Writing Prospectus would (i) conflict nominee, market maker or agent and not with a view to, or for the information resale in the Registration Statementconnection with, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissiondistribution thereof.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants 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 that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act), other than the Final Term Sheet. Each a Permitted Free Writing Prospectus; each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, 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 an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) , other than a Permitted Free Writing Prospectus or a free writing prospectus that would be is not required to be filed by the Company with the Commission or retained by the Company under pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus Securities Act (as defined in Rule 405 under the Act) included in Schedule III hereto. Each an “Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationFree Writing Prospectus”). Any such free writing prospectus, prospectus the use of which has been is consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to herein as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations The only Permitted Free Writing Prospectus as of the Commission promulgated thereundertime of this Agreement is the pricing term sheet referred to in paragraph 6(b) below. (b) The Company represents agrees to file a pricing term sheet, in the form of Schedule I hereto and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in approved by the Representative pursuant to Rule 433 433(d) under the ActSecurities Act within the time period prescribed by such Rule. (c) The Company and has the Underwriters have complied and will comply with the requirements of Rule 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectusfree writing prospectus, including, without limitation, including timely Commission filing where required, legending required and record keepinglegending. (cd) The Company covenants and agrees that if at any time following issuance of an Issuer a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Permitted Free Writing Prospectus would (i) conflict in any material respect with the information in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives Representative and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to each Underwriter an Issuer a Permitted Free Writing Prospectus or other document that which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in a Permitted Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative, expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Representative represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActCommission, other than the Final Term Sheet; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) ” The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants represents that it has satisfied and agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as it will satisfy the conditions in Rule 433 to avoid a result of which such Issuer Free Writing Prospectus would (i) conflict requirement to file with the information in Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the Registration Statementprior written consent of the Company, it has not distributed, and will not distribute, any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act. The Selling Shareholder represents and agrees that, without the prior consent of the Company and the Representative, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, include an untrue statement of a material fact or omit to state Selling Shareholder has not made and will not make 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 offer relating to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document Securities that will correct such conflict, statement or omissionwould constitute a free writing prospectus.

Free Writing Prospectuses. (a) The Each of the Company represents, warrants, covenants and the Subsidiary represents and agrees that, without unless it obtains the prior written 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), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIV. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes .” Each of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under and the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company Subsidiary represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) prospectus, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under of the Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) . The Company covenants agrees not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that if at (A) it has not distributed, and will not distribute, 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 Written Testing-the-Waters Communication and (iB) conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 Representatives and, if requested no Testing-the-Waters Communication was undertaken by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionit.

Free Writing Prospectuses. (a) The Company representsrepresents and warrants to, warrants, covenants and agrees thatwith, each Underwriter that (i) the Company has not made, and will not, make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior consent of the RepresentativesRepresentatives (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule II hereto); (ii) each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Company has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 of the Rules and Regulations; (iii) each Issuer Free Writing Prospectus will not, as of its issue date, include any information that conflicts with the information contained in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the entire Disclosure Package, did not, as of the Applicable Time and as of the date hereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that it has not made made, and will not make any offer relating use or refer to the Securities that would constitute a “free writing prospectus prospectus” (as defined in Rule 405 under of the Act), other than Rules and Regulations) required to be filed with the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, thatCommission, 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 an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433 under the Act) and has complied and will comply with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, timely Commission filing where required, legending and record keeping. (c) The Company covenants represents and agrees that warrants to retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations; and if at any time following issuance of an Issuer Free Writing Prospectus after the date hereof any event shall have occurred or occurs as a result of which such any Issuer Free Writing Prospectus Prospectus, as then amended or supplemented, would (i) conflict with the information in the Registration Statement, the Time of Sale most recent Preliminary Prospectus or the Prospectus or (ii) when read together with the other information that is part of the Time of Sale Prospectus, 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 prevailingunder which they were made, not misleading, the Company will give prompt notice thereof or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, if requested by the Representativesupon their request, will to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omission.omission or effect such compliance;

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesLead Underwriter, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Lead Underwriter, 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), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and 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 Prospectus, or other that would otherwise constitute a "free writing prospectus (prospectus," as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Lead Underwriter is hereinafter referred to as a “"Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (b) " The Company represents and warrants that it has treated or covenants and agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus (prospectus," as defined in Rule 433 under the Act) 433, and has complied and will comply with the requirements of Rule Rules 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, including timely Commission filing where required, legending and record keeping. (cb) The If so indicated in the Terms Agreement, the Company covenants will prepare a final term sheet relating to the Offered Securities, containing only information that describes the final terms of the Offered Securities and agrees that if at any time otherwise in a form consented to by the Lead Underwriter, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following issuance the date such final terms have been established for the offering of the Offered Securities. Any such final term sheet is an Issuer Free Writing Prospectus any event occurred or occurs as and a result of which such Issuer Permitted Free Writing Prospectus would for purposes of this Agreement. The Company also consents to the use by any Underwriter of a free writing prospectus that contains only (ii)(x) conflict with information describing the preliminary terms of the Offered Securities or their offering or (y) information that describes the final terms of the Offered Securities or their offering and that is included in the Registration Statement, final term sheet of the Time Company contemplated in the first sentence of Sale Prospectus or the Prospectus this subsection or (ii) when read together with the other information that is part of the Time of Sale Prospectusnot "issuer information," as defined in Rule 433, include an untrue statement of a material fact it being understood that any such free writing prospectus referred to in clauses (i) or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, (ii) above shall not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter be an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omissionfor purposes of this Agreement.