Common use of Offering Communications Clause in Contracts

Offering Communications. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Securities, unless such written communication (1) is made in reliance on Rule 134 under the Securities Act, (2) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (3) constitutes a Free Writing Prospectus. (b) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (a) any Free Writing Prospectus prepared by or on behalf of the Underwriter that contains any “issuer information”, as defined in Rule 433(h) under the Act (taking into account the interpretation of such Rule as set forth in footnote 271 of Release Numbers 33-8591, 34-52056, IC-26993 and FR-75, the “Issuer Information”), and (b) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Securities. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials (as such term is defined in Item 1101 of Regulation AB under the Act) may be delivered by the Underwriter to the Company not later than the later of (a) two business days prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the Securities Act or (b) the date of first use of such Free Writing Prospectus. (c) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by the Underwriter pursuant to Section 10(b) will constitute all Free Writing Prospectuses of the type required to be delivered by such Underwriter pursuant to Section 10(b) that were furnished to prospective purchasers of Securities by the Underwriter in connection with its offer and sale of the Securities. (d) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 10(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (e) Any Free Writing Prospectus required to be filed pursuant to Section 10(d) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Materials shall be filed by the Company with the Commission not later than the later of the due date for filing the Final Prospectus pursuant to Rule 424(b) under the Securities Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 10(d)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (f) Each Underwriter shall comply with the requirements under the Act (including, but not limited to Rules 164 and 433 of the Act) applicable to it regarding any Free Writing Prospectus relating to the specific Securities to be sold to such Underwriters as set forth in Schedule I hereto other than Issuer Free Writing Prospectuses, including filing with the Commission and/or record retention when required. (g) Notwithstanding the provisions of Sections 10(d) and 10(f), neither the Issuer nor the Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain the following legend: The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-221-1037. (i) In the event that the Company or any Underwriter becomes aware that, as of the Pricing Date, any Free Writing Prospectus delivered to a purchaser or potential purchaser of a Security contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), the Underwriter or Company, as appropriate, shall notify the other parties to this Agreement within one business day after discovery. In connection with the discovery of any Defective Free Writing Prospectus: (i) The party responsible for the information to be corrected, if requested by the Company or an Underwriter, as appropriate, shall prepare a Free Writing Prospectus with Corrective Information that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”); (ii) Each Underwriter shall deliver the Corrected Free Writing Prospectus to each purchaser and/or potential purchaser of a Security that received the Defective Free Writing Prospectus from such Underwriter prior to entering into an agreement to purchase any Securities; (iii) Each Underwriter shall notify such purchaser in a prominent fashion that the prior agreement to purchase Securities has been terminated, and of such purchaser’s rights as a result of termination of such agreement and shall provide such purchaser with an opportunity to affirmatively agree to purchase such Securities on the terms described in the Corrected Free Writing Prospectus; (iv) Each Underwriter shall confirm, or reconfirm, as appropriate, the sale of any Security only after the receipt by the purchaser of the Corrected Free Writing Prospectus. (j) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Securities to a prospective purchaser of Securities unless such information is preceded or accompanied by the Final Prospectus or the required notice pursuant to Rule 173 of the Act has been delivered.

Offering Communications. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Securities, unless such written communication (1) is made in reliance on Rule 134 under the Securities Act, (2) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or Act, (3) constitutes a Free Writing Prospectus, or (4) constitutes ABS Informational and Computational Materials that have been, or will be delivered, to the Company pursuant to Section 11 of this Agreement. (b) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (a) any Free Writing Prospectus prepared by or on behalf of the Underwriter that contains any “issuer information”, as defined in Rule 433(h) under the Securities Act (taking into account the interpretation of such Rule as set forth in footnote 271 of Release Numbers 33-8591, 34-52056, IC-26993 and FR-75, the “Issuer Information”), and (b) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Securities. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials (as such term is defined in Item 1101 of Regulation AB under the Act) may be delivered by the Underwriter to the Company not later than the later of (a) two business days prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the Securities Act or (b) the date of first use of such Free Writing Prospectus. (c) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by the Underwriter pursuant to Section 10(b) will constitute all Free Writing Prospectuses of the type required to be delivered by such Underwriter pursuant to Section 10(b) that were furnished to prospective purchasers of Securities by the Underwriter in connection with its offer and sale of the Securities. (d) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 10(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (e) Any Free Writing Prospectus required to be filed pursuant to Section 10(d) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Materials Material shall be filed by the Company with the Commission not later than the later of the due date for filing the Final Prospectus pursuant to Rule 424(b) under the Securities Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 10(d)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (f) Each Underwriter shall comply file with the requirements under the Act Commission (including, but not limited to Rules 164 and 433 of the Actx) applicable to it regarding any Free Writing Prospectus relating that is used or referred to by it and distributed by or on behalf of the specific Securities Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination and (y) any other materials required to be sold to filed under Rule 433 of the Act not later than the date of the first use of such Underwriters as set forth in Schedule I hereto other than Issuer Free Writing Prospectuses, including filing with the Commission and/or record retention when requiredProspectus. (g) Notwithstanding the provisions of Sections 10(d) and 10(f), neither the Issuer nor the Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain the following legend: The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-221-1037. (i) The Underwriters each agree to retain all Free Writing Prospectuses that they have used and that are not required to be filed pursuant to this Section 10 for a period of three years following the initial bona fide offering of the Securities. (j) In the event that the Company or any Underwriter becomes aware that, as of on or prior to the Pricing Closing Date, any Free Writing Prospectus delivered to a purchaser or potential purchaser of a Security contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), the Underwriter or Company, as appropriate, shall notify the other parties to this Agreement thereof within one business day after discovery. In connection with the discovery of any Defective Free Writing Prospectus: (i) The the party responsible for the information to be corrected, if requested by the Company or an Underwriter, as appropriate, shall prepare a Free Writing Prospectus with Corrective Information that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”); (ii) Each Underwriter the Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser and/or potential purchaser of a Security that received the Defective Free Writing Prospectus from such Underwriter prior to entering into an agreement to purchase any Securities;Prospectus: (iii) Each Underwriter in the event that the sale of the Securities have been previously confirmed. the Underwriters shall notify such potential purchaser in a prominent fashion that the prior agreement to purchase Securities has been terminated, and of such purchaser’s rights as a result of termination of such agreement and shall provide such purchaser with an opportunity to affirmatively agree to purchase such Securities on the terms described in the Corrected Free Writing Prospectus;, and (iv) Each Underwriter the Underwriters shall confirm, or reconfirm, as appropriate, the sale of any Security only after the receipt by buy the purchaser of the Corrected Free Writing Prospectus. (jk) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Securities to a prospective purchaser of Securities unless such information is preceded or accompanied by the Final Prospectus or the required notice pursuant to Rule 173 of the Act has been delivered.

Offering Communications. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Securities, unless such written communication (1) is made in reliance on Rule 134 under the Securities Act, (2) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (3) constitutes a Free Writing Prospectus. (b) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (a) any Free Writing Prospectus prepared by or on behalf of the Underwriter that contains any “issuer information”, as defined in Rule 433(h) under the Securities Act (taking into account the interpretation of such Rule as set forth in footnote 271 of Release Numbers 33-8591, 34-52056, IC-26993 and FR-75, the “Issuer Information”), and (b) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Securities. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials (as such term is defined in Item 1101 of Regulation AB under the ActAB) may be delivered by the Underwriter to the Company not later than the later of (a) two business days prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the Securities Act or (b) the date of first use of such Free Writing Prospectus. (c) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by the Underwriter pursuant to Section 10(b) will constitute all Free Writing Prospectuses of the type required to be delivered by such Underwriter pursuant to Section 10(b) that were furnished to prospective purchasers of Securities by the Underwriter in connection with its offer and sale of the Securities. (d) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 10(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (e) Any Free Writing Prospectus required to be filed pursuant to Section 10(d) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Materials shall be filed by the Company with the Commission not later than the later of the due date for filing the Final Prospectus pursuant to Rule 424(b) under the Securities Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 10(d)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (f) Each Underwriter shall comply with the requirements under the Act (including, but not limited to Rules 164 and 433 of the Act433) applicable to it regarding any Free Writing Prospectus relating to the specific Securities to be sold to such Underwriters as set forth in Schedule I hereto other than Issuer Free Writing Prospectuses, including filing with the Commission and/or record retention when required. (g) Notwithstanding the provisions of Sections 10(d) and 10(f), neither the Issuer nor the Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain the following legend: The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-221-1037. (i) In the event that the Company or any Underwriter becomes aware that, as of the related Pricing Date, any Free Writing Prospectus delivered to a purchaser or potential purchaser of a Security contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), the Underwriter or Company, as appropriate, shall notify the other parties to this Agreement within one business day after discovery. In connection with the discovery of any Defective Free Writing Prospectus: (i) The party responsible for the information to be corrected, if requested by the Company or an Underwriter, as appropriate, shall prepare a Free Writing Prospectus with Corrective Information that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”); (ii) Each Underwriter shall deliver the Corrected Free Writing Prospectus to each purchaser and/or potential purchaser of a Security that received the Defective Free Writing Prospectus from such Underwriter prior to entering into an agreement to purchase any Securities; (iii) Each Underwriter shall notify such purchaser in a prominent fashion that the prior agreement to purchase Securities has been terminated, and of such purchaser’s rights as a result of termination of such agreement and shall provide such purchaser with an opportunity to affirmatively agree to purchase such Securities on the terms described in the Corrected Free Writing Prospectus; (iv) Each Underwriter shall confirm, or reconfirm, as appropriate, the sale of any Security only after the receipt by the purchaser of the Corrected Free Writing Prospectus. (j) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Securities to a prospective purchaser of Securities unless such information is preceded or accompanied by the Final Prospectus or the required notice pursuant to Rule 173 of the Act has been delivered.

Offering Communications. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Securities, unless such written communication (1) is made in reliance on Rule 134 under the Securities Act, (2) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or Act, (3) constitutes a Free Writing Prospectus, or (4) constitutes Computational Materials or ABS Term Sheets that have been, or will be delivered, to the Company pursuant to Section 11 of this Agreement. (b) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (a) any Free Writing Prospectus prepared by or on behalf of the Underwriter that contains any “"issuer information”", as defined in Rule 433(h) under the Securities Act (taking into account the interpretation of such Rule as set forth in footnote 271 of Release Numbers 33-8591, 34-52056, IC-26993 and FR-75, the “"Issuer Information”"), and (b) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Securities. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials (as such term is defined in Item Section 1101 of Regulation AB under the Securities Act) may be delivered by the Underwriter to the Company not later than the later of (a) two business days prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the Securities Act or (b) the date of first use of such Free Writing Prospectus. (c) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by the Underwriter pursuant to Section 10(b) will constitute all Free Writing Prospectuses of the type required to be delivered by such Underwriter pursuant to Section 10(b) that were furnished to prospective purchasers of Securities by the Underwriter in connection with its offer and sale of the Securities. (d) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 10(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (e) Any Free Writing Prospectus required to be filed pursuant to Section 10(d) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Materials Material shall be filed by the Company with the Commission not later than the later of the due date for filing the Final Prospectus pursuant to Rule 424(b) under the Securities Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 10(d)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (f) Each Underwriter shall comply file with the requirements under the Act Commission (including, but not limited to Rules 164 and 433 of the Actx) applicable to it regarding any Free Writing Prospectus relating that is used or referred to by it and distributed by or on behalf of the specific Securities Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination and (y) any other materials required to be sold to filed under Rule 433 of the Act not later than the date of the first use of such Underwriters as set forth in Schedule I hereto other than Issuer Free Writing Prospectuses, including filing with the Commission and/or record retention when requiredProspectus. (g) Notwithstanding the provisions of Sections 10(d) and 10(f), neither the Issuer nor the Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain the following legend: The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX EDGAR on the SEC Web site at wxx.xxx.xxxwww.sec.gov. Alternatively, the CompanyXxxxany, any underwriter or any dealer xxx xxxxxx participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-221-1037. (i) The Underwriters each agree to retain all Free Writing Prospectuses that they have used and that are not required to be filed pursuant to this Section 10 for a period of three years following the initial bona fide offering of the Securities. (j) In the event that the Company or any Underwriter becomes aware that, as of the Pricing Date, any Free Writing Prospectus delivered to a purchaser or potential purchaser of a Security contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “"Defective Free Writing Prospectus”"), the Underwriter or Company, as appropriate, shall notify the other parties to this the is Agreement thereof within one business day after discovery. In connection with the discovery of any Defective Free Writing Prospectus: (i) The party responsible for the information to be corrected, if requested by the Company or an Underwriter, as appropriate, shall prepare a Free Writing Prospectus with Corrective Information that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, a “"Corrected Free Writing Prospectus”"); (ii) Each Underwriter The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser and/or potential purchaser of a Security that which received the Defective Free Writing Prospectus from such Underwriter prior to entering into an agreement to purchase any Securities;; and (iii) Each Underwriter The Underwriters shall notify such purchaser in a prominent fashion that the prior agreement to purchase Securities has been terminated, and of such purchaser’s 's rights as a result of termination of such agreement and shall provide such purchaser with an opportunity to affirmatively agree to purchase such Securities on the terms described in the Corrected Free Writing Prospectus; (iv) Each Underwriter shall confirm, or reconfirm, as appropriate, the sale of any Security only after the receipt by the purchaser of the Corrected Free Writing Prospectus. (jk) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Securities to a prospective purchaser of Securities unless such information is preceded or accompanied by the Final Prospectus or the required notice pursuant to Rule 173 of the Act has been delivered.