Common use of Issuer Free Writing Prospectuses Clause in Contracts

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Bank makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Bank Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Depositor in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus;

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank Issuing Entity (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Issuing Entity makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Issuing Entity in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus;

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Securities. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and electronic road shows, if any, each furnished to the Underwriter before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Underwriter, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, Date include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, Date contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus;

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and electronic road shows, if any, each furnished to the Underwriter before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Underwriter, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) The Company represents that it has not made, usedand covenants that, preparedunless it obtains the prior written consent of Canaccord, authorized, approved or referred to and it will not preparemake any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus required to be filed by it with the Commission or retained by the Company under Rule 433 of the Securities Act; except as set forth in a Placement Notice, make, use, authorize, approve or refer no use of any Issuer Free Writing Prospectus has been consented to by Canaccord. The Company agrees that it will comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any “written communication” Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (as defined in Rule 405 under the Actii) The Company agrees that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documentsno Issuer Free Writing Prospectus, if any, listed on Annex II to will include any information that conflicts with the applicable Terms Agreement and other written communication approved information contained in writing in advance the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified, or the RepresentativeProspectus. Pursuant to Rule 433 under the ActIn addition, an “no Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of if any, will include an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedprovided however, that the Bank makes no representation and warranty with respect foregoing shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing ProspectusProspectus made in reliance on information furnished in writing to the Company by Canaccord intended for use therein. (iii) 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, including any document incorporated by reference therein that has not been superseded or modified, or the Prospectus or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will give prompt notice thereof to Canaccord and, if requested by Canaccord, will prepare and furnish without charge to Canaccord an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, the foregoing shall not apply to any statements or omissions in any Issuer Free Writing Prospectus made in reliance on information furnished in writing to the Company by Canaccord intended for use therein.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by , when considered together with the Registration Statement, Preliminary Prospectus or on behalf Pricing Disclosure Package, or delivered prior to the delivery of the Issuing Entity or used or referred to by Final Prospectus, did not, as of the Issuing Entity and, in the case date of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, . (ii) Any Free Writing Prospectus that the Bank makes Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company (A) complies or will comply with the Securities Act and the applicable rules and regulations of the Commission thereunder and (B) does not conflict and will not conflict with the information contained in the Registration Statement, Pricing Disclosure Package or Final Prospectus, including any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (iii) The Company has filed, or will file, with the Commission, if any, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. Each Bona Fide Electronic Road Show, when considered together with the Registration Statement, the Preliminary Prospectus or the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made as to the Underwriter Information. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter electronic Road Shows, if any, each furnished to the Bank Representative before first use, the Company has not prepared, used, authorized the use of, referred to or participated in writing by such Underwriter through the Representative expressly planning for use of, and will not, without the prior consent of the Representative, prepare, use, authorize the use of, refer to or participate in the planning for use of, any Issuer Free Writing Prospectus. The Company 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.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf , as of its issue date and at all subsequent times through the completion of the Issuing Entity offering of Securities under this Agreement or used until any earlier date that the Company notified or referred to by notifies the Issuing Entity and, Representative as described in the case of an asset-backed issuernext sentence, prepared by or on behalf of a depositordid not, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did does not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company has promptly notified or will promptly notify the Representative and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, did not, and did not at the Time of Sale, and Closing Date will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Bank makes no representation and warranty with respect . The foregoing three sentences do not apply to any statements in or omissions made in reliance from any Issuer Free Writing Prospectus based upon and in conformity with written information relating to any Underwriter furnished to the Bank in writing Company by such any Underwriter through the Representative expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the information described as such in any Section 7(b) hereof. Each Issuer Free Writing Prospectus, at the time each was filed with the SEC, complied in all material respects with the requirements of the Securities Act.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf , as of its issue date and at all subsequent times through the completion of the Issuing Entity offering of Securities under this Agreement or used until any earlier date that the Company notified or referred to by notifies the Issuing Entity and, Representative as described in the case of an asset-backed issuernext sentence, prepared by or on behalf of a depositordid not, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did does not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company has promptly notified or will promptly notify the Representative and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, did not, and did not at the Time of Sale, and Closing Date will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Bank makes no representation and warranty with respect . The foregoing three sentences do not apply to any statements in or omissions made in reliance from any Issuer Free Writing Prospectus based upon and in conformity with written information relating to any Underwriter furnished to the Bank in writing Company by such any Underwriter through the Representative expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the information described as such in any Section 7 hereof. Each Issuer Free Writing Prospectus, at the time each was filed with the SEC, complied in all material respects with the requirements of the Securities Act.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity Issuer or used or referred to by the Issuing Entity Issuer and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor sponsor, or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on at the Closing DateDate will not, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on at the Closing DateDate will not, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus;

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such personEntity. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Bank Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Depositor in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus;

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Offered Securities. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and electronic road shows, if any, each furnished to the Underwriter before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Underwriter, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf , as of its issue date and at all subsequent times through the completion of the Issuing Entity Offering or used until any earlier date that the Company notified or referred to by notifies the Issuing Entity and, Representative as described in the case of an asset-backed issuernext sentence, prepared by or on behalf of a depositordid not, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did does not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or any Preliminary Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or the any Preliminary Prospectus or as a result of which such Issuer Free Writing Prospectus, and did not at the Time of Saleif republished immediately following such event or development, and will not on the Closing Date, contain any would include an untrue statements statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that (i) the Bank makes no representation Company has promptly notified or will promptly notify the Representative and warranty with respect (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to any eliminate or correct such conflict, untrue statement or omission. This subsection (d) does not apply to statements in or omissions made in reliance from any Issuer Free Writing Prospectus based upon and in conformity with information relating to any Underwriter furnished Information. (ii) (A) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities and (B) at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, including the Company or any subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Rules and Regulations (without taking account of any determination by the Commission pursuant to Rule 405 of the Bank Rules and Regulations that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in writing by such Underwriter through Rule 164 under the Representative expressly for use in any Securities Act. (iii) Each Issuer Free Writing ProspectusProspectus satisfied, as of its issue date and at all subsequent times to the Time of Sale, all other conditions to use thereof as set forth in Rules 164 and 433 under the Securities Act.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documentsSecurities Act or Rule 134 under the Securities Act, if any(ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex II C hereto which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications (a) prior to the applicable Terms Agreement and other written communication launch of the offering in anticipation of the offering or (b) in connection with the sale of the Notes, in each case approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such personRepresentatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary ProspectusProspectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus Prospectus, did not at the Time of Sale, and will not on at the Closing Date, include any information that conflicted, conflicts or Date will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) The Company represents that it has not made, usedand covenants that, preparedunless it obtains the prior written consent of Canaccord, authorized, approved or referred to and it will not preparemake any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus required to be filed by it with the Commission or retained by the Company under Rule 433 of the Securities Act; except as set forth in a Placement Notice, make, use, authorize, approve or refer no use of any Issuer Free Writing Prospectus has been consented to by Canaccord. The Company agrees that it will comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any “written communication” Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (as defined in Rule 405 under the Actii) The Company agrees that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documentsno Issuer Free Writing Prospectus, if any, listed on Annex II to will include any information that conflicts with the applicable Terms Agreement and other written communication approved information contained in writing in advance the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified, or the RepresentativeProspectus. Pursuant to Rule 433 under the ActIn addition, an “no Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of if any, will include an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedprovided however, that the Bank makes no representation and warranty with respect foregoing shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing ProspectusProspectus made in reliance on information furnished in writing to the Company by Canaccord intended for use therein. (iii) 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, including any document incorporated by reference therein that has not been superseded or modified, or the Prospectus or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will give prompt notice thereof to Canaccord and, if requested by Canaccord, will prepare and furnish without charge to Canaccord an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, the foregoing shall not apply to any statements or omissions in any Issuer Free Writing Prospectus made in reliance on information furnished in writing to the Company by Canaccord intended for use therein.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and electronic road shows, if any, each furnished to the Representative before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Representative, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus Registration Statement and the Prospectus, the Bank Company (including its agents and representatives representatives, other than the Underwriters Placement Agent in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documentsSecurities Act or Rule 134 under the Securities Act, if any, listed on Annex II to the applicable Terms Agreement each electronic road show and any other written communication communications approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such personPlacement Agent. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did and does not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the ProspectusDisclosure Package, and did not at the Time of Salenot, and as of the Closing, will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter the Placement Agent furnished to the Bank Company in writing by such Underwriter through the Representative Placement Agent expressly for use in any such Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Placement Agent consists of the Placement Agent Information.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by , when considered together with the Registration Statement, Preliminary Prospectus or on behalf Pricing Disclosure Package, or delivered prior to the delivery of the Issuing Entity or used or referred to by Final Prospectus, did not, as of the Issuing Entity and, in the case date of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, . (ii) Any Free Writing Prospectus that the Bank makes Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company (i) complies or will comply with the Securities Act and the applicable rules and regulations of the Commission thereunder and (ii) does not conflict and will not conflict with the information contained in the Registration Statement, Pricing Disclosure Package or Final Prospectus, including any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (iii) The Company will file with the Commission, if any, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. Each Bona Fide Electronic Road Show, when considered together with the Registration Statement, the Preliminary Prospectus or the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made as to the Underwriter Information. (iv) Except for the Issuer Free Writing Prospectuses, if any, and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter electronic Road Shows, if any, each furnished to the Bank Representative before first use, the Company has not prepared, used, authorized the use of, referred to or participated in writing by such Underwriter through the Representative expressly planning for use of, and will not, without the prior consent of the Representative, prepare, use, authorize the use of, refer to or participate in the planning for use of, any Issuer Free Writing Prospectus. The Company 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.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus The Company and the Prospectus, the Bank Notes Guarantors (including its their agents and representatives representatives, other than the Underwriters in their capacity as such) has have not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Securities (each such communication by the Company and the Notes Guarantors or their agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documentsSecurities Act or Rule 134 under the Securities Act, if any(ii) the preliminary prospectus, (iii) the Prospectus, (iv) the documents listed on Annex II to Schedule C hereto as constituting the applicable Terms Agreement Disclosure Package and (v) any electronic road show or other written communication communications, in each case, approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Neither any Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf Prospectus nor the Final Term Sheet, as of its respective issue date and at all subsequent times through the completion of the Issuing Entity offering of the Securities or used until any earlier date that the Company notified or referred to by notifies the Issuing Entity and, Representative as described in the case next sentence, included or will include any information that conflicted, conflicts or will conflict with (within the meaning of Rule 433(c) of the Securities Act) the information contained or incorporated by reference in the Registration Statement that has not been superseded or modified. If at any time following issuance of an asset-backed issuerIssuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, prepared by the Company has promptly notified or on behalf of a depositorwill promptly notify the Representative and has promptly amended or will promptly amend or supplement, sponsor at its own expense, such Issuer Free Writing Prospectus to eliminate or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any correct such personconflict. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary Prospectuspreliminary prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus Prospectus, did not not, and at the Time of Sale, and Closing Date will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Bank makes no representation and warranty with respect . The foregoing three sentences do not apply to any statements in or omissions made in reliance from any Issuer Free Writing Prospectus based upon and in conformity with written information relating to any Underwriter furnished to the Bank in writing Company by such any Underwriter through the Representative expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in any Issuer Free Writing ProspectusSection 7(b) hereof.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Securities. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and electronic road shows, if any, each furnished to the Representative before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Representative, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than (i) The Company represents and agrees that, unless it obtained or obtains the Preliminary Prospectus and the Prospectusprior consent of ThinkEquity Partners, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) LLC, it has not made, used, prepared, authorized, approved or referred to made and will not prepare, make, use, authorize, approve or refer make any offer relating to any “written communication” (the Shares that would constitute an "issuer free writing prospectus," as defined in Rule 405 under 433, or that would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Act) that constitutes an offer Commission. Any such free writing prospectus consented to sell by ThinkEquity Partners, LLC or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant Company, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus," as defined in Rule 433 under the Securities Act, an “and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including (A) timely filing with the Commission when required, (B) inclusion of legends, and (C) record retention. (ii) The Company has complied, and will comply with, the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus” shall mean , including timely filing with the Commission or retention when required and legending and including delivery of any Issuer Free Writing Prospectus only to such prospective investors that have already received or are contemporaneously receiving (by hyperlink or otherwise) a free writing prospectus prepared Preliminary Prospectus; the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Securities Act, including, without limitation, making at least one version of a "bona fide electronic road show" (as such term is defined in Rule 433(h) under the Securities Act) available without restriction by or on behalf means of graphic communication to any person to avoid a requirement to file with the Issuing Entity or used or referred to by the Issuing Entity andCommission any road show that is a written communication. (iii) The Company agrees that, in the case if at any time following issuance of an asset-backed issuerIssuer Free Writing Prospectus, prepared by any event occurred or on behalf occurs as a result of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each which such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will would conflict with the information then contained in any of the Registration Statement Statement, the Commitment Prospectus, or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any Prospectus or would include an untrue statements statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen prevailing, not misleading, the Company will give prompt notice thereof to ThinkEquity Partners, LLC and, if requested by ThinkEquity Partners, LLC, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement, or omission; provided, however, that the Bank makes no representation and warranty with respect this Section 5.1(q)(iii) shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Bank in writing Company by such an Underwriter through the Representative ThinkEquity Partners, LLC expressly for use in any Issuer Free Writing Prospectustherein.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on the Closing Datenot, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time as of Sale, and will not on the Closing Date, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and electronic road shows, if any, each furnished to the Underwriter before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Underwriter, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank Company and the Guarantor (including its their respective agents and representatives representatives, other than the Underwriters in their capacity as such) has have not made, used, prepared, authorized, approved or referred to to, and will not prepare, make, use, prepare, authorize, approve or refer to to, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes (each such communication by the Company or the Guarantor or their respective agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documents, if any, Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex II to the applicable Terms Agreement Schedule B hereto and other written communication communications approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each ; and each such Issuer Free Writing Prospectus complied in all material respects with the Act, Securities Act and has been filed to in accordance with the extent Securities Act (if required by Rule 433(dthereby) under and does not conflict with the Act andinformation contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, and when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not not, and at the Closing Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank makes no this representation and warranty with respect shall not apply to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Bank in writing Company or the Guarantor by such an Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Closing Units. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and electronic road shows, if any, each furnished to the Underwriter before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Underwriter, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by , when considered together with the Registration Statement, Preliminary Prospectus or on behalf Pricing Disclosure Package, or delivered prior to the delivery of the Issuing Entity or used or referred to by Final Prospectus, did not, as of the Issuing Entity and, in the case date of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) Any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company (A) complies or will comply with the Securities Act and the applicable rules and regulations of the Commission thereunder and (B) does not conflict and will not conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus, including any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (iii) The Company has filed, or will file, with the Commission, if any, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. Each Bona Fide Electronic Road Show, when considered together with the Registration Statement, the Preliminary Prospectus or the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except that the Bank makes no representation is made as to the Underwriter Information. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter electronic Road Shows, if any, each furnished to the Bank Representative before first use, the Company has not prepared, used, authorized the use of, referred to or participated in writing by such Underwriter through the Representative expressly planning for use of, and will not, without the prior consent of the Representative, prepare, use, authorize the use of, refer to or participate in the planning for use of, any Issuer Free Writing Prospectus. The Company has satisfied and agrees that it will satisfy the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic Road Show.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean Prospectus (including, without limitation, any road show that is a free writing prospectus prepared by or on behalf under Rule 433 of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act andRules and Regulations), when taken considered together with the Preliminary ProspectusDisclosure Package as of the Applicable Time, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any an untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed to be a part thereof that the Bank makes no representation has not been superseded or modified. The foregoing representations and warranty with respect warranties in this Section 3(e) do not apply to any statements or omissions made in reliance upon on and in conformity with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Underwriters Content. 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 at all subsequent times through the completion of the public offer and sale of the Shares (which completion shall be promptly communicated by the Representatives to the Company) or until any earlier date that the Company notified or notifies the Representatives as described in Section 4(b), and the Company has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company and the Operating Partnership have not made any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, except as set forth on Schedule III hereto. The Company and the Operating Partnership have retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by , when considered together with the Registration Statement, Preliminary Prospectus or on behalf Pricing Disclosure Package, or delivered prior to the delivery of the Issuing Entity or used or referred to by Final Prospectus, did not, as of the Issuing Entity and, in the case date of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, . (ii) Any Free Writing Prospectus that the Bank makes Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company (A) complies or will comply with the Securities Act and the applicable rules and regulations of the Commission thereunder and (B) does not conflict and will not conflict with the information contained in the Registration Statement, Pricing Disclosure Package or Final Prospectus, including any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (iii) The Company has filed, or will file, with the Commission, if any, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. Each Road Show, including each Bona Fide Electronic Road Show, when considered together with the Registration Statement, the Preliminary Prospectus or the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made as to the Underwriter Information. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter electronic Road Shows, if any, each furnished to the Bank Representative before first use, the Company has not prepared, used, authorized the use of, referred to or participated in writing by such Underwriter through the Representative expressly planning for use of, and will not, without the prior consent of the Representative, prepare, use, authorize the use of, refer to or participate in the planning for use of, any Issuer Free Writing Prospectus. The Company has satisfied and agrees that it will satisfy the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic Road Show.

Issuer Free Writing Prospectuses. Other than Except for the Registration Statement, the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes Securities (each such communication by the Bank or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documentsSecurities Act or Rule 134 under the Securities Act, if any, (ii) the documents listed on Annex II to the applicable Terms Agreement B hereto, (iii) each electronic road show and (iv) any other written communication communications approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such personRepresentatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary ProspectusProspectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus Prospectus, did not at the Time of Salenot, and will not on as of the Closing Date and as of the Additional Closing Date, include any information that conflictedas the case may be, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representative Representatives expressly for use in any such Issuer Free Writing ProspectusProspectus (it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(h) hereof).

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by , when considered together with the Registration Statement, Preliminary Prospectus or on behalf Pricing Disclosure Package, or delivered prior to the delivery of the Issuing Entity or used or referred to by Final Prospectus, did not, as of the Issuing Entity and, in the case date of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) Any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company (A) complies or will comply with the Securities Act and the applicable rules and regulations of the Commission thereunder and (B) does not conflict and will not conflict with the information contained in the Registration Statement, Pricing Disclosure Package or Final Prospectus, including any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (iii) The Company has filed, or will file, with the Commission, if any, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. Each Bona Fide Electronic Road Show, when considered together with the Registration Statement, the Preliminary Prospectus or the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except that the Bank makes no representation is made as to the Underwriter Information. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter electronic Road Shows, if any, each furnished to the Bank Representative before first use, the Company has not prepared, used, authorized the use of, referred to or participated in writing by such Underwriter through the Representative expressly planning for use of, and will not, without the prior consent of the Representative, prepare, use, authorize the use of, refer to or participate in the planning for use of, any Issuer Free Writing Prospectus. The Company 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.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes Securities (each such communication by the Company or its agents and representatives (other than the documents, if any, listed on Annex II a communication referred to the applicable Terms Agreement in clauses (i) (ii) and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act(iii) below), an “Issuer Free Writing Prospectus” shall mean ”) other than (i) any document not constituting a free writing prospectus prepared by or on behalf pursuant to Section 2(a)(10)(a) of the Issuing Entity Securities Act or used Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (v) any electronic road show or referred to other written communications, in each case approved in advance by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such personRepresentatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary ProspectusProspectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus Prospectus, did not not, and at the Time of Sale, and Closing Date will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied and Written Testing-the-Waters Communication, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares or until any earlier date that the Company notified or notifies the Representatives as described in all material respects with the Actnext sentence, has been filed to the extent required by Rule 433(d) under the Act anddid not, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did does not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus or making of a Written Testing-the-Waters Communication, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, as applicable, conflicted or would conflict with the information then contained in the Registration Statement, the General Disclosure Package or the ProspectusFinal Prospectus or as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, and did not at the Time of Saleas applicable, and will not on the Closing Dateif republished immediately following such event or development, contain any would include an untrue statements statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that (i) the Bank makes no representation Company has promptly notified or will promptly notify the Representatives and warranty with respect (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, as applicable, to any statements eliminate or omissions made correct such conflict, untrue statement or omission. Except for the Issuer Free Writing Prospectuses, if any, identified in reliance upon Schedule B, and in conformity with information relating to any Underwriter electronic road shows, if any, furnished to the Bank Representatives before first use, the Company has not prepared, used or referred to, and will not, without the prior written consent of the Representatives, prepare, use or refer to, any free writing prospectus. The Company has satisfied and agrees that it will satisfy the conditions in writing by such Underwriter through Rule 433 to avoid a requirement to file with the Representative expressly for use in Commission any Issuer Free Writing Prospectuselectronic road show.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on the Closing Datenot, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time as of Sale, and will not on the Closing Date, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule III hereto and electronic road shows, if any, each furnished to the Underwriter before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Underwriter, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by , when considered together with the Registration Statement, Preliminary Prospectus or on behalf Pricing Disclosure Package, or delivered prior to the delivery of the Issuing Entity or used or referred to by Final Prospectus, did not, as of the Issuing Entity and, in the case date of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, . (ii) Any Free Writing Prospectus that the Bank makes Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company (i) complies or will comply with the Securities Act and the applicable rules and regulations of the Commission thereunder and (ii) does not conflict and will not conflict with the information contained in the Registration Statement, Pricing Disclosure Package or Final Prospectus, including any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (iii) The Company will file with the Commission, if any, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. Each Bona Fide Electronic Road Show, when considered together with the Registration Statement, the Preliminary Prospectus or the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made as to the Underwriter Information. (iv) Except for the Issuer Free Writing Prospectuses, if any, and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter electronic Road Shows, if any, each furnished to the Bank Representative before first use, the Company has not prepared, used, authorized the use of, referred to or participated in writing by such Underwriter through the Representative expressly planning for use of, and will not, without the prior consent of the Representative, prepare, use, authorize the use of, refer to or participate in the planning for use of, any Issuer Free Writing Prospectus. The Company has satisfied and agrees that it will satisfy the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic Road Show.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Each Issuer Free Writing Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II conformed or will conform in all material respects to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf requirements of the Issuing Entity Securities Act on the date of first use, and the Company has complied or used or referred will comply with any filing requirements applicable to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed pursuant to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Securities Act. Each Issuer Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the Prospectus Delivery Period did not, does not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and did any prospectus supplement deemed to be a part thereof that has not at the Time of Salebeen superseded or modified, and will not on the Closing Date, contain any or include an untrue statements statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeprevailing at the subsequent time, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements in or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in from any Issuer Free Writing ProspectusProspectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of MLV or its representatives specifically for inclusion therein, which information the parties hereto agree is limited to the Information. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the offering of any of the Placement Shares under a Placement Notice as in the reasonable opinion of counsel for MLV a prospectus relating to the Placement Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Placement Shares by MLV.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by , when considered together with the Registration Statement, Preliminary Prospectus or on behalf Pricing Disclosure Package, or delivered prior to the delivery of the Issuing Entity or used or referred to by Final Prospectus, did not, as of the Issuing Entity and, in the case date of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, . (ii) Any Free Writing Prospectus that the Bank makes Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company (i) complies or will comply with the Securities Act and the applicable rules and regulations of the Commission thereunder and (ii) does not conflict and will not conflict with the information contained in the Registration Statement, Pricing Disclosure Package or Final Prospectus, including any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (iii) The Company will file with the Commission, if any, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. Each Bona Fide Electronic Road Show, when considered together with the Registration Statement, the Preliminary Prospectus or the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made as to the Underwriter Information. (iv) Except for the Issuer Free Writing Prospectuses, if any, and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter electronic Road Shows, if any, each furnished to the Bank Representatives before first use, the Company has not prepared, used, authorized the use of, referred to or participated in writing by such Underwriter through the Representative expressly planning for use of, and will not, without the prior consent of the Representatives, prepare, use, authorize the use of, refer to or participate in the planning for use of, any Issuer Free Writing Prospectus. The Company 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.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on the Closing Datenot, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time as of Sale, and will not on the Closing Date, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule IV hereto and electronic road shows, if any, each furnished to the Underwriter before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Underwriter, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on the Closing Datenot, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time as of Sale, and will not on the Closing Date, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule I hereto and electronic road shows, if any, each furnished to the Underwriter before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Underwriter, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank Company and the Guarantor (including its their respective agents and representatives Representatives, other than the Underwriters in their capacity as such) has have not made, used, prepared, authorized, approved or referred to to, and will not prepare, make, use, prepare, authorize, approve or refer to to, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes (each such communication by the Company or the Guarantor or their respective agents and Representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documents, if any, Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex II to the applicable Terms Agreement Schedule B hereto and other written communication communications approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each Representatives; and each such Issuer Free Writing Prospectus complied in all material respects with the Act, Securities Act and has been filed to in accordance with the extent Securities Act (if required by Rule 433(dthereby) under and does not conflict with the Act andinformation contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, and when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not not, and at the Closing Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank makes no this representation and warranty with respect shall not apply to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Bank in writing Company or the Guarantor by such an Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the information described in Section 7(b) hereof.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank Company and the Guarantor (including its their respective agents and representatives representatives, other than the Underwriters in their capacity as such) has have not made, used, prepared, authorized, approved or referred to to, and will not prepare, make, use, prepare, authorize, approve or refer to to, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes (each such communication by the Company or the Guarantor or their respective agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documents, if any, Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex II to the applicable Terms Agreement Schedule B hereto and other written communication communications approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each Representatives; and each such Issuer Free Writing Prospectus complied in all material respects with the Act, Securities Act and has been filed to in accordance with the extent Securities Act (if required by Rule 433(dthereby) under and does not conflict with the Act andinformation contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, and when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not not, and at the Closing Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank makes no this representation and warranty with respect shall not apply to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Bank in writing Company or the Guarantor by such an Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the information described in Section 7(b) hereof.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Each Issuer Free Writing Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II conformed or will conform in all material respects to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf requirements of the Issuing Entity Securities Act on the date of first use, and the Company has complied or used or referred will comply with any filing requirements applicable to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed pursuant to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Securities Act. Each Issuer Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the Prospectus Delivery Period did not, does not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and did any prospectus supplement deemed to be a part thereof that has not at the Time of Salebeen superseded or modified, and will not on the Closing Date, contain any or include an untrue statements statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeprevailing at the subsequent time, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements in or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in from any Issuer Free Writing ProspectusProspectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of MLV or its representatives specifically for inclusion therein, which information the parties hereto agree is limited to the MLV Information. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the offering any of the Placement Shares under a Placement Notice as in the reasonable opinion of counsel for MLV a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Placement Shares by MLV.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documentsSecurities Act or Rule 134 under the Securities Act, if any(ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex II to the applicable Terms Agreement C hereto and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such personRepresentatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary ProspectusProspectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus Prospectus, did not not, and at the Time of Sale, and Closing Date will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf , as of its issue date and at all subsequent times through the completion of the Issuing Entity offering of Shares under this Agreement or used until any earlier date that the Company notified or referred to by notifies the Issuing Entity and, Representatives as described in the case of an asset-backed issuernext sentence, prepared by or on behalf of a depositordid not, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did does not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement Statement, the Preliminary Prospectus or the Prospectus, and did not . If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the Time of Sale, and will not on the Closing Date, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, information contained in the light of Registration Statement, the circumstances under which they were madeCompany has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing two sentences do not misleading; provided, that apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with information relating to any Underwriter furnished to the Bank makes no representation and warranty with respect to Company in writing by any Underwriter through the Representatives specifically for use therein or any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter Selling Stockholder furnished to the Bank Company in writing by such Underwriter through the Representative Selling Stockholder expressly for use in the Disclosure Package, it being understood and agreed that the only such information furnished by the Representatives and the Selling Stockholders consists of the information described as such in Section 10 hereof. Any Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act, and each such Issuer Free Writing Prospectus or other free writing prospectus complies, or will comply, in all material respects with the requirements of the Securities Act, including in respect of timely filing with the Commission, legending and record keeping. The Company filed the Registration Statement with the Commission before using any Issuer Free Writing Prospectus, and each Issuer Free Writing Prospectus was preceded or accompanied by the most recent Preliminary Prospectus satisfying the requirements of Section 10 under the Securities Act, which Preliminary Prospectus included an estimated price range.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documentsSecurities Act or Rule 134 under the Securities Act, if any(ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex II C hereto which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications (a) prior to the applicable Terms Agreement and other written communication launch of the offering in anticipation of the offering or (b) in connection with the sale of the Notes, in each case approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such personRepresentatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary ProspectusProspectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus Prospectus, did not at the Time of Sale, and will not on at the Closing Date, include any information that conflicted, conflicts or Date will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than Each of the Preliminary Prospectus Company and such Selling Stockholder agrees that, unless it obtains the Prospectusprior written consent of the Representatives, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and it will not prepare, make, use, authorize, approve or refer to make any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II relating to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, Securities that would constitute an “Issuer Free Writing Prospectus” shall mean Prospectus or that would otherwise constitute a “free writing prospectus prepared by prospectus,” or on behalf of the Issuing Entity or used or referred a portion thereof, required to be filed by the Issuing Entity andCompany with the Commission or, in the case of such Selling Stockholder, whether or not required to be filed with the Commission, or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule C and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” Each of the Company and such Selling Stockholder represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (“issuer free writing prospectus,” as defined in Item 1101 Rule 433, and that it has complied and will comply with the applicable requirements of Regulation AB) Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or affiliated depositor occurs an event or used or referred to by any such person. Each development as a result of which such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts conflicted or will would conflict with the information then contained in the Registration Statement or the ProspectusProspectus and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified, and did not at the Time of SaleCompany or such Selling Stockholder, as applicable, will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict; provided that this sentence shall not on the Closing Date, contain any untrue apply to statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Bank makes no representation and warranty with respect to any statements or omissions made in reliance from any Issuer Free Writing Prospectus based upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing ProspectusInformation.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative2.5.1. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus Supplement accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on not, as of the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, Date contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. 2.5.2. Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. 2.5.3. The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any "road show" (as defined in Rule 433(h) under the Securities Act) ("Road Show") is required in connection with the offering of the Shares. 2.5.4. Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule 2.5.4 hereto and electronic road shows, if any, each furnished to the Underwriter before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Underwriter, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such No Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. Each Issuer Free Writing Prospectus (including without limitation, any road show that is a free writing prospectus under Rule 433) when considered together with the General Disclosure Package as of the Applicable Time, did not at the Time of Sale, and will not on the Closing Date, contain any an untrue statements statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except that the Bank makes no representation price of the Securities and warranty disclosures directly relating thereto will be included on the cover page of the Prospectus. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the 1933 Act and the rules and regulations of the Commission as of the date of first use or as otherwise provided for in Rule 433, and the Company has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the rules and regulations of the Commission. The Company has not made any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative, provided that the Representative will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule B-2 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 has retained in accordance with the rules and regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to such rules and regulations. The Company has taken all actions on its part necessary so that any “road show” (as defined in Rule 433), or its equivalent with respect to any statements or omissions made presentations in reliance upon and the State of Israel, in conformity connection with information relating the offering of the Securities will not be required to any Underwriter furnished be filed pursuant to the Bank in writing by such Underwriter through rules and regulations of the Representative expressly for use in any Issuer Free Writing ProspectusCommission.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documentsSecurities Act or Rule 134 under the Securities Act, if any(ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex II Schedule 3 to the applicable Terms Underwriting Agreement as constituting the Time of Sale Information and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such personRepresentatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary ProspectusProspectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus Prospectus, did not not, and at the Time of Sale, and Closing Date will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor sponsor, or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on at the Closing DateDate will not, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on at the Closing DateDate will not, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus;

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by , when considered together with the Registration Statement, Preliminary Prospectus or on behalf Pricing Disclosure Package, or delivered prior to the delivery of the Issuing Entity or used or referred to by Final Prospectus, did not, as of the Issuing Entity and, in the case date of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) Any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company (A) complies or will comply with the Securities Act and the applicable rules and regulations of the Commission thereunder and (B) does not conflict and will not conflict with the information contained in the Registration Statement, Pricing Disclosure Package or Final Prospectus, including any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (iii) The Company has filed, or will file, with the Commission, if any, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. Each Bona Fide Electronic Road Show, when considered together with the Registration Statement, the Preliminary Prospectus or the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except that the Bank makes no representation is made as to the Underwriter Information. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter electronic Road Shows, if any, each furnished to the Bank Representatives before first use, the Company has not prepared, used, authorized the use of, referred to or participated in writing by such Underwriter through the Representative expressly planning for use of, and will not, without the prior consent of the Representatives, prepare, use, authorize the use of, refer to or participate in the planning for use of, any Issuer Free Writing Prospectus. The Company 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.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documentsSecurities Act or Rule 134 under the Securities Act, if any(ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex II C hereto which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications prior to the applicable Terms Agreement and other written communication launch of the offering in anticipation of the offering or in connection with the marketing of the Notes, in each case approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such personRepresentatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary ProspectusProspectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus Prospectus, did not at the Time of Sale, and will not on at the Closing Date, include any information that conflicted, conflicts or Date will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than Unless the Preliminary Prospectus and Company has notified or notifies the ProspectusRepresentatives otherwise in accordance with Section 3(k), the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such no Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, or any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. Each Issuer Free Writing Prospectus has conformed in all material respects to the requirements of the 1933 Act and did not at the Time 1933 Act Regulations on the date of Salefirst use, and will the Company has complied with any filing requirements applicable to an Issuer Free Writing Prospectus pursuant to the 1933 Act Regulations. The Company has not on made any offer relating to the Closing Date, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make Securities that would constitute an Issuer Free Writing Prospectus without the statements therein, in the light prior written consent of the circumstances under which they were made, not misleadingRepresentatives; provided, that the Bank makes no representation and warranty such consent is deemed to have been given with respect to each Permitted Free Writing Prospectus (as defined in Section 3(k) hereof). The Company has retained in accordance with the 1933 Act Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the 1933 Act Regulations. [The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) such that no filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities. The first sentence of this Section 1(a)(iii) shall not apply to statements in or omissions made from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information relating to any Underwriter furnished to the Bank in writing Company by such any Underwriter through the Representative expressly Representatives specifically for use in therein, it being understood and agreed that the only such information furnished by any Issuer Free Writing ProspectusUnderwriter consists of Underwriter Information.]

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes Securities (each such communication by the Company or its agents and representatives, (other than the documentsa communication referred to in clauses (i), if any, listed on Annex II to the applicable Terms Agreement (ii) and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act(iii) below), an “Issuer Free Writing Prospectus” shall mean ”), other than (i) any document not constituting a free writing prospectus prepared by or on behalf pursuant to Section 2(a)(10)(a) of the Issuing Entity Securities Act or used Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto, which constitute part of the Time of Sale Information, and (v) any electronic road show or referred to by the Issuing Entity andother written communications, in the each case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined used in Item 1101 of Regulation ABaccordance with Section 4(d) or affiliated depositor or used or referred to by any such personhereof. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary ProspectusProspectus available at the Time of Sale, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on at the Closing Date, include any information that conflicted, conflicts or Date will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by , when considered together with the Registration Statement, Preliminary Prospectus or on behalf Pricing Disclosure Package, or delivered prior to the delivery of the Issuing Entity or used or referred to by Final Prospectus, did not, as of the Issuing Entity and, in the case date of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) Except for the Issuer Free Writing Prospectus filed by the Company with the Commission on September 30, 2022 (File No. 333-267461), each Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company (A) complies or will comply with the Securities Act and the applicable rules and regulations of the Commission thereunder and (B) does not conflict and will not conflict with the information contained in the Registration Statement, Pricing Disclosure Package or Final Prospectus, including any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (iii) The Company has filed, or will file, with the Commission, if any, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. Each Bona Fide Electronic Road Show, when considered together with the Registration Statement, the Preliminary Prospectus or the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except that the Bank makes no representation is made as to the Underwriter Information. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter electronic Road Shows, if any, each furnished to the Bank Representative before first use, the Company has not prepared, used, authorized the use of, referred to or participated in writing by such Underwriter through the Representative expressly planning for use of, and will not, without the prior consent of the Representative, prepare, use, authorize the use of, refer to or participate in the planning for use of, any Issuer Free Writing Prospectus. The Company 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.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on not, as of the Closing Date and as of any Additional Closing Date, include any information that conflicted, conflicts or will conflict with as the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datecase may be, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Securities. (ii) Except for electronic road shows, if any, each furnished to the Underwriter before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Underwriter, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, and any Spanish-language document and/or information required to be filed with the Bank Superintendency of Finance or disclosed to the public in Colombia, pursuant to Decree 2555 of 2010, in connection with the issue and sale of the Preferred Shares and the Securities to the Underwriters, the Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documentsSecurities Act or Rule 134 under the Securities Act, if any, (ii) any documents listed on Annex II to the applicable Terms Agreement B hereto, (iii) each electronic road show and (iv) any other written communication communications approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such personRepresentatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary ProspectusProspectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus Prospectus, did not at the Time of Salenot, and will not on as of the Closing Date and as of the Additional Closing Date, include any information that conflictedas the case may be, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representative Representatives expressly for use in any such Issuer Free Writing ProspectusProspectus (it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(g) hereof).

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus The Company and the ProspectusGuarantors agree that, unless they obtains the Bank (including its agents and representatives other than prior written consent of the Underwriters in their capacity as such) has not madeRepresentatives, used, prepared, authorized, approved or referred to and they will not prepare, make, use, authorize, approve make any offer relating to the Securities or refer to any the Guarantees that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell ), or a solicitation of an offer portion thereof, required to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance be filed by the Representative. Pursuant to Company and the Guarantors with the Commission or retained by the Company and the Guarantors under Rule 433 under the Securities Act; provided that the Representatives will be deemed to have consented to the Issuer General Use Free Writing Prospectuses and the Issuer Limited Use Free Writing Prospectuses identified in Annex A hereto and any “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. The Company and the Guarantors represent that they have treated or agree that they will treat each such free writing prospectus consented to, or deemed consented to, by the Representatives as an “issuer free writing prospectus”, as defined in Rule 433 under the Securities Act, and that they have complied and will comply with the applicable requirements of Rule 433 under the Securities Act with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an “Issuer Free Writing Prospectus” shall mean Prospectus there occurred or occurs an event or development as a free writing prospectus prepared by or on behalf result of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each which such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts conflicted or will would conflict with the information then contained in the Registration Statement Statement, any preliminary prospectus or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any Prospectus or included or would include an untrue statements statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at that subsequent time, not misleading; provided, that the Bank makes no representation Company and warranty with respect to any statements the Guarantors will promptly notify the Representatives and will promptly amend or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by supplement, at their own expense, such Underwriter through the Representative expressly for use in any Issuer Free Writing ProspectusProspectus to eliminate or correct such conflict, untrue statement or omission.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken considered together with the Preliminary ProspectusProspectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus Prospectus, did not at not, as of the Time date of Salesuch Issuer Free Writing Prospectus, and will not on the Closing Datenot, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time as of Sale, and will not on the Closing Date, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Information. (ii) Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects with the Securities Act. (iii) The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any “road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection with the offering of the Shares. (iv) Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and electronic road shows, if any, each furnished to the Representative before first use, the Company has not used, authorized the use of, referred to or participated in the planning for use of, and will not, without the prior consent of the Representative, use, authorize the use of, refer to or participate in the planning for use of, any Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than (A) Each issuer free writing prospectus, as of its issue date and at all subsequent times through the Preliminary Prospectus completion of the public offer and sale of the ProspectusOffered ADSs or until any earlier date that the Company notified or notifies the Representatives as described in Section 4(c)(ii), the Bank (including its agents and representatives other than the Underwriters in their capacity as such) has did not, does not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the F-6 Registration Statement, any preliminary prospectus or the Prospectus. The foregoing sentence does not apply to statements in or omissions from any issuer free writing prospectus based upon and in conformity with written information furnished to the Company by you or by any Underwriter through you specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b). (B) As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not, is not and will not be (as applicable) an “ineligible issuer,” in connection with the offering of the Offered ADSs pursuant to Rules 164, 405 and 433 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 of the Rules and Regulations that it is not necessary that the Company be considered an ineligible issuer. (C) Each issuer free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. (D) Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act, including timely filing with the Commission or retention where required and legending, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered ADSs did not, does not at and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus and not superseded or modified. (E) Except for the issuer free writing prospectuses, if any, identified in Schedule II, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior written consent, prepare, use or refer to, any free writing prospectus. (F) Each Road Show, when considered together with the Time of Sale Disclosure Package, did not, as of the Time of Sale, and will not on the Closing Date, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Bank makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documentsSecurities Act or Rule 134 under the Securities Act, if any(ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex II to C hereto which constitute part of the applicable Terms Agreement Time of Sale Information and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such personRepresentatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required by Rule 433(dthereby) under the Act and, when taken together with the Preliminary ProspectusProspectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus Prospectus, did not at the Time of Sale, and will not on at the Closing Date, include any information that conflicted, conflicts or Date will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representative Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives other than the Underwriters in their capacity as suchi) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Each Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf , as of its issue date and at all subsequent times through the completion of the Issuing Entity Offering or used until any earlier date that the Company notified or referred to by notifies the Issuing Entity and, Representative as described in the case of an asset-backed issuernext sentence, prepared by or on behalf of a depositordid not, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did does not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or any Preliminary Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or the any Preliminary Prospectus or as a result of which such Issuer Free Writing Prospectus, and did not at the Time of Saleif republished immediately following such event or development, and will not on the Closing Date, contain any would include an untrue statements statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that (i) the Bank makes no representation Company has promptly notified or will promptly notify the Representative and warranty with respect (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to any eliminate or correct such conflict, untrue statement or omission. This subsection (d) does not apply to statements in or omissions made in reliance from any Issuer Free Writing Prospectus based upon and in conformity with information relating to any Underwriter furnished Information. (A) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities and (B) at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, including the Company or any subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Rules and Regulations (without taking account of any determination by the Commission pursuant to Rule 405 of the Bank Rules and Regulations that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in writing by such Underwriter through Rule 164 under the Representative expressly for use in any Securities Act. (iii) Each Issuer Free Writing ProspectusProspectus satisfied, as of its issue date and at all subsequent times to the Time of Sale, all other conditions to use thereof as set forth in Rules 164 and 433 under the Securities Act.

Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus, the Prospectus and the ProspectusCompany’s and the Guarantor’s “road show” presentation, the Bank Company and the Guarantor (including its their respective agents and representatives representatives, other than the Underwriters in their capacity as such) has have not made, used, prepared, authorized, approved or referred to to, and will not prepare, make, use, prepare, authorize, approve or refer to to, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes (each such communication by the Company or the Guarantor or their respective agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the documents, if any, Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex II to the applicable Terms Agreement Schedule B hereto and other written communication communications approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each ; and each such Issuer Free Writing Prospectus complied in all material respects with the Act, Securities Act and has been filed to in accordance with the extent Securities Act (if required by Rule 433(dthereby) under and does not conflict with the Act andinformation contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, and when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not not, and at the Closing Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Datenot, contain any untrue statements statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that the Bank makes no this representation and warranty with respect shall not apply to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Bank in writing Company or the Guarantor by such an Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.