Common use of Free Writing Prospectuses Clause in Contracts

Free Writing Prospectuses. (a) Each Underwriter represents and agrees that (i) 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 without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (ai) The 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 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 Representatives and that Schedules III(a) and III(c) hereto, taken together, contain 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 except for (iA) 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 or (B) any “free writing prospectus” (as defined by Rule 405 under the Act) 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 prospectus without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the ActRepublic, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act.which consent shall not be unreasonably withheld; (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it Republic has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, Commission or retention where required and legending. ; and (c) The Bank further Republic agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain any conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank Republic will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank Republic by or on behalf of any Underwriter through the Representatives expressly for use in connection with the preparation of such Issuer Free Writing Prospectustherein. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter represents The Company represents, warrants and agrees that that, 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 (iincluding 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” (as defined in Rule 405 under the Act without Securities Act). Any such free writing prospectus consented to by the prior consent of Company and the Bank; provided Representatives pursuant to the preceding sentence is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that any Underwriter may prepare it has treated and use any will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus” (as defined in Rule 405 433 under the Securities Act), and has complied and will comply with the requirements of Rules 164 and 433 under the Securities Act containing applicable to any Permitted Free Writing Prospectus, including timely SEC filing where required, legending and record keeping. (b) The Company will prepare the Final Term Sheet and will file the Final Term Sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following 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 and a Permitted Free Writing Prospectus for purposes of the Pricing Agreement. The Company consents to the use by any Underwriter of a free writing prospectus that (i) would not be required to be filed with the SEC pursuant to Rule 433 under the Securities Act or (ii) contains only information that describes, or is consistent with, the final terms of the Securities or their offering so long as such terms are and that is included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the ActSheet. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter The Company represents and warrants to, and agrees with, each Underwriter that (i) it the Company has not made made, and will not make make, any offer relating to the Securities Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the Act without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 an Issuer Free Writing Prospectus without the prior consent of the Representatives other than (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed by the Bank pursuant to Section 1(a4(a) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule II hereto); (ii) it has complied and each Issuer Free Writing Prospectus conformed or will comply with 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 under of the Act applicable 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, including timely filing when considered together with the Commissioninformation contained in the most recent Preliminary Prospectus, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration did not, as of the period in which the Bank is required to deliver an electronic copy Applicable Time, does not, as of the Final Prospectus date hereof, and will not, as provided in Section 4of the Closing Date, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would 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, and will not make any offer relating to the Notes that would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) required to be filed with the Commission, without the prior consent of the Company and the Representatives. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include 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 Bank Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) The Company represents and warrants to, and agrees with, each Underwriter that (i) the Company 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 Representatives (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 2 hereto); (ii) each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act 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 under the Securities Act; (iii) each Issuer Free Writing Prospectus will not, as of its issue date and through the time the Securities are delivered pursuant to Section 2 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, 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 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 (i) it has not made 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 Securities Act) required to be filed with the Commission, other than the information contained in the Final Term Sheet, without the prior consent of the Bank; provided that any Underwriter may prepare Company and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the ActRepresentatives. (bc) The Bank represents and Company agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectusif, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration completion of the period in which the Bank is required to deliver an electronic copy distribution of the Final Prospectus as provided in Section 4Securities, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include 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 Bank Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (ai) Each Underwriter The Company represents and agrees that (ithat, other than the final term sheets prepared and filed pursuant to Section 7(a) hereof, 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 Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Bank; provided that any Underwriter may prepare Company and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of Representatives, other than (A) one or more customary Bloomberg screens to offer the Securities or their offering so long as such convey the pricing terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, thereof and (iiB) it willone or more term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus required to be filed with the Commission; and (iii) any such free writing prospectus” as defined in Rule 405 under , the Act without use of which has been consented to by the prior consent of Company and the Representatives (other than the Final Term Sheet final term sheet prepared and filed by the Bank pursuant to Section 1(a7(a) hereof and hereof), is listed on Schedule II(a) hereto. (iib) it The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, Commission or retention where required and legending. . (c) The Bank further Company agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain any conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank Company will give prompt notice thereof to the Representatives andRepresentatives, and if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank Company by or on behalf of any an Underwriter through the Representatives expressly for use in connection with the preparation of such Issuer Free Writing Prospectustherein. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter represents Prior to the later to occur of any Closing Date and completion of the distribution of the Public Securities, the Company agrees that (i) that, unless it has not made and will obtains the prior written consent of the Representative, it shall not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 405 under the Act without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act433, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the applicable requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectuswith respect thereto, including timely filing with the CommissionCommission where required, retention where required legending and legendingrecord keeping. The Bank further agrees that if If at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver there occurred or occurs an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur or development as a result of which such Issuer Free Writing Prospectus conflicted or would contain any conflict with the information contained in the Registration Statement 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 Bank Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to promptly notify the Underwriters an and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (ai) The 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 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 Representatives and that Schedules III(a) and III(c) hereto, taken together, contain 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 except for (iA) 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 or (B) any “free writing prospectus” (as defined by Rule 405 under the Act) 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 prospectus without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the ActRepublic, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Actwhich consent shall not be unreasonably withheld. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it Republic has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, Commission or retention where required and legending. ; and (c) The Bank further Republic agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain any conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank Republic will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank Republic by or on behalf of any Underwriter through the Representatives expressly for use in connection with the preparation of such Issuer Free Writing Prospectustherein. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter of the Company and the Guarantors represents and warrants to, and agrees with, each Underwriter that (i) it each of the Company and the Guarantors has not made made, and will not make make, any offer relating to the Securities Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the Act without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 an Issuer Free Writing Prospectus without the prior consent of the Representatives other than (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed by the Bank pursuant to Section 1(a4(a) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule II hereto); (ii) it has complied and each Issuer Free Writing Prospectus conformed or will comply with conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and each of the Company and the Guarantors has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 under of the Act applicable to 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, including timely filing when considered together with the Commissioninformation contained in the Disclosure Package, retention where required and legending. The Bank further agrees that if at any time following the issuance did not, as of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4its issue date, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading; provided, however, that no representation or warranty is made as to information contained in or omitted from any 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 specifically for inclusion therein (which information is specified in Section 12 hereof). (b) Each Underwriter represents and warrants to, and agrees with, the Company, each Guarantor and each other Underwriter that it has not made, and will not make any offer relating to the Notes that would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) required to be filed with the Commission, without the prior consent of the Company, the Guarantors and the Representatives. (c) Each of the Company and the Guarantors agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurs or the Company or such Guarantor become aware of information as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would, when considered together with the information contained in the Disclosure Package, include 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 under which they were made, not misleading, each of the Bank Company and the Guarantors will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, untrue statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter of the Company and the Guarantors represents and warrants to, and agrees with, each Underwriter that (i) it each of the Company and the Guarantors has not made made, and will not not, make any offer relating to the Securities Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the Act without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 an Issuer Free Writing Prospectus without the prior consent of the Representatives other than (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed by the Bank pursuant to Section 1(a4(a) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule II hereto); (ii) it has complied and each Issuer Free Writing Prospectus conformed or will comply with conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and each of the Company and the Guarantors has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 under of the Act applicable to 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, including timely filing when considered together with the Commissioninformation contained in the Disclosure Package, retention where required and legending. The Bank further agrees that if at any time following the issuance did not, as of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4its issue date, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading; provided, however, that no representation or warranty is made as to information contained in or omitted from any 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 specifically for inclusion therein (which information is specified in Section 12 hereof). (b) Each Underwriter represents and warrants to, and agrees with, the Company, each Guarantor and each other Underwriter that it has not made, and will not make any offer relating to the Notes that would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) required to be filed with the Commission, without the prior consent of the Company, the Guarantors and the Representatives. (c) Each of the Company and the Guarantors agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would, when considered together with the information contained in the Disclosure Package, include 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 under which they were made, not misleading, each of the Bank Company and the Guarantors will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, untrue statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter represents and agrees that (i) 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 without the prior consent of the BankFMS Wertmanagement; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank FMS Wertmanagement represents and agrees that (i) 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 without the prior consent of the Representatives Representative other than the a Final Term Sheet required to be filed by the Bank FMS Wertmanagement pursuant to Section 1(a) hereof Rule 433 of the Act and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank FMS Wertmanagement further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank FMS Wertmanagement is required to deliver an electronic copy of the Final Prospectus Supplement as provided in Section 4, any event known to the Bank FMS Wertmanagement shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank FMS Wertmanagement will give prompt notice thereof to the Representatives Representative and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to the Representatives Representative for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank FMS Wertmanagement by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) ), and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 5, is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter represents and agrees that (i) 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 without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives Representative other than the a Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof Rule 433 of the Act and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus Pricing Supplement as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives Representative and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to the Representatives Representative for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) ), and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 5, is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter represents and agrees that (i) 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 without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus Supplement as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished by any Underwriter is that furnished in accordance with Section 15 below. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) ), and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 5, is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative (a) Each Underwriter represents and agrees that (i) not to be unreasonably withheld, conditioned or delayed), it has not made and will shall not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 405 under the Act without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act433, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply in all material respects with the applicable requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectuswith respect thereto, including timely filing with the CommissionCommission where required, retention where required legending and legendingrecord keeping. The Bank further agrees that if If at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver there occurred or occurs an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur or development as a result of which such Issuer Free Writing Prospectus conflicted or would contain any conflict with the information contained in the Registration Statement 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 Bank Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to promptly notify the Underwriters an and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter represents and agrees that (i) 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 without the prior consent of the BankFMS Wertmanagement; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank FMS Wertmanagement represents and agrees that (i) 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 without the prior consent of the Representatives Representative other than the a Final Term Sheet required to be filed by the Bank FMS Wertmanagement pursuant to Section 1(a) hereof Rule 433 of the Act and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank FMS Wertmanagement further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank FMS Wertmanagement is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank FMS Wertmanagement shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank FMS Wertmanagement will give prompt notice thereof to the Representatives Representative and, if requested by the RepresentativesRepresentative, will prepare and furnish without charge to the Representatives Representative for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank FMS Wertmanagement by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) ), and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 5, is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (ai) Each Underwriter The Company represents and agrees that (i) that, other than the final term sheet prepared and filed pursuant to Section 5(a)(i), without your prior consent, 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 Act; (ii) Each Underwriter represents and agrees that, without the prior written consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only Company, other than the final terms of term sheet prepared and filed pursuant to Section 5(a)(i) and one or more term sheets relating to the Securities or their offering so long as such terms are included in containing customary information and conveyed to purchasers of Securities which is not required to be filed with the Final Term Sheet Commission and otherwise in compliance with is not required to be retained by the Company under Rule 433 under the Act433, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 ; (iii) Any such free writing prospectus the Act without the prior consent use of the Representatives other than the Final Term Sheet filed which has been consented to by the Bank Company and you (including the final term sheet prepared and filed pursuant to Section 1(a5(a)(i)) hereof and is listed on Schedule III(a) or Schedule III(b); (iiiv) it The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, Commission or retention where required and legending. ; and (v) The Bank further Company agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain any conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank Company will give prompt notice thereof to the Representatives you and, if requested by the Representativesyou, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking Section 5(b) shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank Company by or on behalf of any an Underwriter through you expressly for use in connection with the preparation of such Issuer Free Writing Prospectustherein. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter The Issuer represents and agrees that that, unless it obtains the prior consent of the Distributors, and each Distributor represents and agrees that, unless it obtains the prior consent of the Issuer and Deutsche Bank Securities Inc. (i“Deutsche Bank”) and J.X. Xxxxxx Securities Inc. (together with Deutsche Bank, the “Lead Distributors”), it has not made and will not make any offer relating to the Securities Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Act without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant required to reasonable procedures developed in good faith, retain copies of each be filed with the Commission. Any such free writing prospectus used consented to in writing by it, in accordance with Rule 433 under the ActIssuer and the Lead Distributors is referred to herein as a “Permitted Free Writing Prospectus. (b) ” The Bank Issuer represents that it has treated and agrees that (i) it has not made will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer each and every Permitted Free Writing Prospectus, including timely filing with the CommissionCommission where required, retention where legending and record keeping. (b) The Issuer will prepare a final term sheet (which, if available, may be in a form substantially similar to the proposed form of the Pricing Supplement), relating to the final terms of the Notes and, subject to the consent of the Lead Distributors required and legendingin Section 5(a), will file such final term sheet within the period required by Rule 433(d)(5)(ii). The Bank further agrees that if at any time following the issuance of Any such final term sheet is an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Permitted Free Writing Prospectus would contain for purposes of this Supplement. Notwithstanding anything to the contrary contained herein (including Section 5(a)), the Issuer consents to the use by any untrue statement Distributor of a material fact free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Notes or omit their offering or (ii) information that describes the final terms of the Notes or their offering and that is or is to state any material fact necessary to make the statements therein, be included in the light final term sheet of the circumstances then prevailingIssuer contemplated in the first sentence of this subsection section or (b) other customary information that is neither “issuer information,” as defined in Rule 433 under the Securities Act, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such an Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each The Company represents and agrees that, unless it obtains the prior consent of CSFB, and each Underwriter represents and agrees that (i) that, unless it obtains the prior consent of the Company and CSFB, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus” ," as defined in Rule 405 under 405, required to be filed with the Act without Commission. Any such free writing prospectus consented to by the prior consent of the Bank; provided Company and CSFB is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents that any Underwriter may prepare it has treated and use any “agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus” ," as defined in Rule 405 under the Act containing only the final terms 433, and has complied and will company with requirements of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the Act, and (ii) it will, pursuant to reasonable procedures developed conditions in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under to avoid a requirement to file with the ActCommission any electronic road show. (b) The Bank represents and agrees that (i) it has not made and Company will not make any offer prepare a final term sheet relating to the Offered Securities containing only information that would constitute a “free writing prospectus” as defined in Rule 405 under describes the Act without the prior consent final terms of the Representatives other than the Final Term Sheet filed Offered Securities and otherwise in a form consented to by the Bank pursuant to Section 1(a) hereof and (ii) it has complied CSFB, and will comply with file such final term sheet within the requirements of period required by Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time 433(d)(5)(ii) following the issuance 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 and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Permitted Free Writing Prospectus would contain any untrue statement for purposes of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing ProspectusAgreement. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that (i) 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 Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under 405. Any such free writing prospectus consented to by the Act without Company and the prior consent of Representatives pursuant to the Bank; provided preceding sentence is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that any Underwriter may prepare it has treated and use any agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 405 under 433, and has complied and will comply with the Act requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. (b) The Company will prepare a final term sheet relating to the Securities, containing only information that describes the final terms of the Securities and 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 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 and a Permitted Free Writing Prospectus for purposes of the Pricing Agreement. The Company consents to the use by any Underwriter of a free writing prospectus that contains only (a) information describing the preliminary terms of the Securities or their offering or (b) information that describes the final terms of the Securities or their offering so long as such terms are and that is included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent final term sheet of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, Company contemplated in the light first sentence of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectussubsection. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter The Company represents and agrees that (i) 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 Act; each Underwriter represents and agrees that, without the prior consent of the Bank; provided that any Underwriter may prepare Company and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the ActRepresentatives, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 ; any such free writing prospectus the Act without the prior consent use of the Representatives other than the Final Term Sheet filed which has been consented to by the Bank pursuant to Section 1(aCompany or the Representatives, as applicable, is listed on Schedule II(a) hereof and hereto; (iib) it The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, Commission or retention where required and legending. ; and (c) The Bank further Company agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain any conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank Company by or on behalf of any an Underwriter through the Representatives expressly for use in connection with the preparation of such Issuer Free Writing Prospectustherein. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter represents and agrees that (i) 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 without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished by any Underwriter is that described in Section 15 below. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter represents and agrees that (i) 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 without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the a Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof Rule 433 of the Act and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) ), and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 5, is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter The Issuer represents and agrees that that, unless it obtains the prior consent of the Distributors, and each Distributor represents and agrees that, unless it obtains the prior consent of the Issuer and Barclays Capital Inc. (i“Barclays”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and J.X. Xxxxxx Securities Inc. (together with Barclays and Deutsche Bank, the “Lead Distributors”), it has not made and will not make any offer relating to the Securities Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Act without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant required to reasonable procedures developed in good faith, retain copies of each be filed with the Commission. Any such free writing prospectus used consented to in writing by it, in accordance with Rule 433 under the ActIssuer and the Lead Distributors is referred to herein as a “Permitted Free Writing Prospectus. (b) ” The Bank Issuer represents that it has treated and agrees that (i) it has not made will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer each and every Permitted Free Writing Prospectus, including timely filing with the CommissionCommission where required, retention where legending and record keeping. (b) The Issuer will prepare a final term sheet (which, if available, may be in a form substantially similar to the proposed form of the Pricing Supplement), relating to the final terms of the Notes and, subject to the consent of the Lead Distributors required and legendingin Section 5(a), will file such final term sheet within the period required by Rule 433(d)(5)(ii). The Bank further agrees that if at any time following the issuance of Any such final term sheet is an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Permitted Free Writing Prospectus would contain for purposes of this Supplement. Notwithstanding anything to the contrary contained herein (including Section 5(a)), the Issuer consents to the use by any untrue statement Distributor of a material fact free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Notes or omit their offering or (ii) information that describes the final terms of the Notes or their offering and that is or is to state any material fact necessary to make the statements therein, be included in the light final term sheet of the circumstances then prevailingIssuer contemplated in the first sentence of this subsection section or (b) other customary information that is neither “issuer information,” as defined in Rule 433 under the Securities Act, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such an Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter represents and agrees that (i) 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 without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the a Final Term Sheet required to be filed by the Bank pursuant to Section 1(a) hereof Rule 433 of the Act and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) ), and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 5, is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (ai) Each Underwriter The Company represents and agrees that (ithat, other than the final term sheet prepared and filed pursuant to Section 7(a) hereof, 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 Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Bank; provided that any Underwriter may prepare Company and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of Representatives, other than (A) one or more customary Bloomberg screens to offer the Securities or their offering so long as such convey the pricing terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, thereof and (iiB) it willone or more term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 prospectus required to be filed with the Act without Commission; and (iii) any such free writing prospectus the prior consent use of which has been consented to by the Company and the Representatives other than (including the Final Term Sheet final term sheet prepared and filed by the Bank pursuant to Section 1(a7(a) hereof and hereof) is listed on Schedule II(a) hereto. (iib) it The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, Commission or retention where required and legending. . (c) The Bank further Company agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain any conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank Company will give prompt notice thereof to the Representatives andRepresentatives, and if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank Company by or on behalf of any an Underwriter through the Representatives expressly for use in connection with the preparation of such Issuer Free Writing Prospectustherein. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (ai) Each Underwriter The Company represents and agrees that (i) that, other than the final term sheet prepared and filed pursuant to Section 5(a)(i), without your prior consent, it has not made and will not make any offer relating to the Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act Act; (ii) Each Underwriter represents and agrees that, without the prior written consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only Company, other than the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet term sheet prepared and otherwise in compliance with Rule 433 under the Act, and (ii) it will, filed pursuant to reasonable procedures developed in good faithSection 5(a)(i) and one or more term sheets relating to the Shares containing customary information and conveyed to purchasers of Shares which is not required to be filed with the Commission and is not required to be retained by the Company under Rule 433, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) it has not made and will not make any offer relating to the Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 under ; (iii) Any such free writing prospectus the Act without the prior consent use of the Representatives other than the Final Term Sheet filed which has been consented to by the Bank Company and you (including the final term sheet prepared and filed pursuant to Section 1(a5(a)(i)) hereof and is listed on Schedule III(a) or Schedule III(b); (iiiv) it The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, Commission or retention where required and legending. ; and (v) The Bank further Company agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain any conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank Company will give prompt notice thereof to the Representatives you and, if requested by the Representativesyou, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking Section 5(b) shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank Company by or on behalf of any an Underwriter through you expressly for use in connection with the preparation of such Issuer Free Writing Prospectustherein. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter The Company represents and agrees that (i) it has not made and will not make any offer relating to the Securities that would constitute a an “issuer free writing prospectus,” as defined in Rule 405 433 under the Act Securities Act, without the prior consent of the Bank; provided Representative. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents that any Underwriter may prepare and use any “it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus” " as defined in Rule 405 the rules and regulations under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the applicable requirements of Rule 433 under of the Act applicable to any Issuer Free Writing ProspectusSecurities Act, including timely filing with the CommissionCommission filing, retention where required required, legending and legendingrecord-keeping. The Bank further agrees that if If at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur have occurred as a result of which such Issuer any Permitted Free Writing Prospectus would contain any as then amended or supplemented would, in the judgment of the Representative or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Representative 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 Bank Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Permitted 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 the Representatives for distribution each Underwriter an appropriate amendment or supplement (in form and substance satisfactory to the Underwriters an Issuer Free Writing Prospectus or other document which Representative) that will correct such statement statement, omission or omission; provided, however, that this undertaking shall not apply to any statements conflict or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of effect such Issuer Free Writing Prospectuscompliance. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a1) Each Underwriter The Company represents and agrees that (i) that, other than the final term sheet prepared and filed pursuant to Section 5(A)(a), without your prior consent, 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 Act; (i) Each Underwriter represents and agrees that, without the prior written consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only Company, other than the final terms of term sheet prepared and filed pursuant to Section 5(A)(a) and one or more term sheets relating to the Securities or their offering so long as such terms are included in containing customary information and conveyed to purchasers of Securities which is not required to be filed with the Final Term Sheet Commission and otherwise in compliance with is not required to be retained by the Company under Rule 433 under the Act433, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 ; and (ii) Any such free writing prospectus the Act without the prior consent use of the Representatives other than the Final Term Sheet filed which has been consented to by the Bank Company and you (including the final term sheet prepared and filed pursuant to Section 1(a5(A)(a)) hereof and is listed on Schedule III(a) or Schedule III(b); (iib) it The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, Commission or retention where required and legending. ; and (c) The Bank further Company agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain any conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank Company will give prompt notice thereof to the Representatives you and, if requested by the Representativesyou, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking Section 5(B)(c) shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank Company by or on behalf of any an Underwriter through you expressly for use in connection with the preparation of such Issuer Free Writing Prospectustherein. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter represents and agrees that (i) it The Company 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” (as defined in Rule 433) reviewed and consented to by BTIG (which consent shall not be unreasonably withheld or delayed), in each case accompanied by the then most recent base prospectus. 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 without at the prior consent of the Bank; provided that any Underwriter may prepare times specified in Rules 164 and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed Securities Act in good faith, retain copies connection with the offering of each the Shares. Any issuer free writing prospectus used by itthat the Company is required to file pursuant to Rule 433 has been, or will be, timely filed with the Commission in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under 433. Each issuer free writing prospectus that the Act applicable to any Issuer Free Writing ProspectusCompany has filed, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank or is required to deliver an electronic copy of the Final Prospectus as provided in Section 4file, any event known pursuant to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact Rule 433 or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank was prepared by or on behalf of any Underwriter for use or used by the Company complies or will comply in connection all material respects with the preparation requirements of such Issuer Free Writing Prospectusthe Securities Act. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) (i) The 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 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 Representatives and that each Pricing Agreement will contain 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 except for any “free writing prospectus’’ (ias 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 required to be filed by the Republic with the Commission or retained by the Republic under Rule 433 other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(d) hereto, 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 prospectus without the prior consent of the BankRepublic, which consent shall not be unreasonably withheld; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than Republic shall be deemed to have been given in respect of the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior Prospectuses included in Schedule III to the expiration of the period applicable Pricing Agreement or any Supplemental Issuer Information included in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known Schedule IV to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectusapplicable Pricing Agreement. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (ai) Each Underwriter The Company represents and agrees that (ithat, other than the final term sheet prepared and filed pursuant to Section 7(a) hereof, 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 Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Bank; provided that any Underwriter may prepare Company and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of Representatives, other than (A) one or more customary Bloomberg screens to offer the Securities or their offering so long as such convey the pricing terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, thereof and (iiB) it willone or more term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 prospectus required to be filed with the Act without Commission; and (iii) any such free writing prospectus the prior consent use of which has been consented to by the Company and the Representatives (other than the Final Term Sheet final term sheet prepared and filed by the Bank pursuant to Section 1(a7(a) hereof and hereof) is listed on Schedule II(a) hereto. (iib) it The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, Commission or retention where required and legending. . (c) The Bank further Company agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain any conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank Company will give prompt notice thereof to the Representatives andRepresentatives, and if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank Company by or on behalf of any an Underwriter through the Representatives expressly for use in connection with the preparation of such Issuer Free Writing Prospectustherein. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) The Obligors represent and warrant to, and agree with, each Underwriter that (i) the Obligors have 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 Representatives (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 Obligors have 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 Securities 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 Obligors and each other Underwriter that (i) it has not made made, and will not make any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under of the Act Rules and Regulations) required to be filed with the Commission, without the prior consent of the Bank; provided that any Underwriter may prepare Obligors and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities Representatives, other than one or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) it has not made and will not make any offer more term sheets relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act without the prior consent containing customary information and conveyed to purchasers of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(aSecurities. (c) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending. The Bank further agrees Obligors agree that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include 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 Bank Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which that will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each Underwriter The Company represents and agrees that (i) that, unless it obtains the prior written consent of the Representatives, and each Underwriter severally represents and agrees that, 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 a “an issuer free writing prospectus” as defined in Rule 405 under prospectus or that would otherwise constitute a free writing prospectus required to be filed with the Act without the prior consent of the BankCommission; provided that any Underwriter may prepare and use any “the Representatives shall be deemed to have consented in respect of the free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are prospectuses included in Schedule III and any road show that is a written communication within the Final Term Sheet and otherwise in compliance with meaning of Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each 433(d)(8)(i). Any such free writing prospectus used consented to by it, in accordance with Rule 433 under the Act. (b) Company and the Representatives are hereinafter referred to as a “Permitted Free Writing Prospectus”. The Bank Company represents and that it has treated or agrees that (i) it has not made and will not make any offer relating to the Securities that would constitute a “treat each Permitted Free Writing Prospectus as an issuer free writing prospectus” as defined in Rule 405 under prospectus and that the Act without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it Company has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. 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. Each Underwriter severally represents and agrees that (A) unless it obtains the prior written consent of the Company and the Representatives, 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 Act applicable to any Issuer Free Writing Prospectus, including timely filing with or institutions that are accredited investors within the Commission, retention where required and legending. The Bank further agrees that if at any time following the issuance meaning of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 501 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectivelyAct.

Free Writing Prospectuses. (ai) Each Underwriter The Company represents and agrees that (i) that, other than the final term sheet prepared and filed pursuant to Section 5(A)(a), without your prior consent, 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 Act; (ii) Each Underwriter represents and agrees that, without the prior written consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only Company, other than the final terms of term sheet prepared and filed pursuant to Section 5(A)(a) and one or more term sheets relating to the Securities or their offering so long as such terms are included in containing customary information and conveyed to purchasers of Securities which is not required to be filed with the Final Term Sheet Commission and otherwise in compliance with is not required to be retained by the Company under Rule 433 under the Act433, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 ; and (iii) Any such free writing prospectus the Act without the prior consent use of the Representatives other than the Final Term Sheet filed which has been consented to by the Bank Company and you (including the final term sheet prepared and filed pursuant to Section 1(a5(A)(a)) hereof and is listed on Schedule III(a) or Schedule III(b); (iib) it The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, Commission or retention where required and legending. ; and (c) The Bank further Company agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur occurred or occurs as a result of which such Issuer Free Writing Prospectus would contain any conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank Company will give prompt notice thereof to the Representatives you and, if requested by the Representativesyou, will prepare and furnish without charge to the Representatives for distribution to the Underwriters each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking Section 5(B)(c) shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank Company by or on behalf of any an Underwriter through you expressly for use in connection with the preparation of such Issuer Free Writing Prospectustherein. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

Free Writing Prospectuses. (a) Each The Company represents and agrees that, unless it obtains the prior consent of Credit Suisse, and each Underwriter represents and agrees that (i) that, unless it obtains the prior consent of the Company and Credit Suisse, it has not made and will not make any offer relating to the Securities Notes that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under 405. Any such free writing prospectus consented to by the Act without Company and Credit Suisse pursuant to the prior consent of the Bank; provided preceding sentence is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that any Underwriter may prepare it has treated and use any agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act433, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act. (b) The Bank represents and agrees that (i) 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 without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule Rules 164 and 433 under the Act applicable to any Issuer Permitted Free Writing Prospectus, including timely Commission filing with where required, legending and record keeping. (b) The Company will prepare a final term sheet relating to the CommissionNotes, retention where containing only information that describes the final terms of the Notes and otherwise in a form consented to by Credit Suisse, and will file such final term sheet within the period required and legending. The Bank further agrees that if at any time by Rule 433(d)(5)(ii) following the issuance date such final terms have been established for all classes of the offering of the Notes. Any such final term sheet is an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Permitted Free Writing Prospectus would contain for purposes of this Agreement. The Company consents to the use by any untrue statement Underwriter of a material fact free writing prospectus that contains only (a) information describing the preliminary terms of the Notes or omit to state any material fact necessary to make their offering or (b) information that describes the statements therein, final terms of the Notes or their offering and that is included in the light final term sheet of the circumstances then prevailing, not misleading, Company contemplated in the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that first sentence of this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectussubsection. (c) Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.