Common use of Offering of Certificates Clause in Contracts

Offering of Certificates. (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 3(b) hereof, without your prior consent, which consent shall not be unreasonably withheld or conditioned, it has not made and will not make any offer relating to the Certificates that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company, which consent shall not be unreasonably withheld or conditioned, other than one or more customary “Bloomberg Screens” to offer the Certificates or convey final pricing terms thereof that contain only information contained in the Pricing Disclosure Package, it has not made and will not make any offer relating to the Certificates that would constitute a free writing prospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Underwriters is listed on Schedule IV(a) hereto (other than the final term sheet described in Section 1(c) hereof). (b) The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, and including, as applicable, timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through you expressly for use therein.

Offering of Certificates. (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 3(b) hereof, without your prior consent, which consent shall not be unreasonably withheld or conditioned, it has not made and will not make any offer relating to the Certificates that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company, which consent shall not be unreasonably withheld or conditioned, other than one or more customary “Bloomberg Screens” to offer the Certificates or convey final pricing terms thereof that contain only information contained in the Pricing Disclosure Package, it has not made and will not make any offer relating to the Certificates that would constitute a free writing prospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Underwriters is listed on Schedule IV(a) hereto (other than the final term sheet described in Section 1(c) hereof)) . (b) The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, and including, as applicable, timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through you expressly for use therein.

Offering of Certificates. Neither the Transferor nor any agent acting on its behalf has, directly or indirectly, offered any Certificate or any similar security of the Transferor for sale to, or solicited any offer to buy any Certificate or any similar security of the Transferor from, or otherwise approached or negotiated with respect thereto, with any Person which, and neither the Transferor nor any agent acting on its behalf has taken or will take any action which, would subject the issuance or sale of any Certificate to the provisions of Section 5 of the Act or to the qualification provisions of any securities or blue sky law of any applicable jurisdiction. In the event of a breach with respect to any Receivable of the representation and warranty set forth in Section 2.04(e) on the date of Transfer for such Receivable (ia) The Company represents which cannot be cured by the Business Day following the first day on which a Responsible Officer of the Transferor has knowledge thereof and agrees that, other (b) which causes the Net Receivables Balance to be less than the final term sheet prepared Required Net Receivables Balance, the Transferor shall repurchase such Receivable (a "Reconveyed Receivable") from the Trust such that the payment for such Reconveyed Receivable is sufficient to cause the Net Receivables Balance to be equal to or greater than the Required Net Receivables Balance. The Servicer shall deduct the unpaid balance of such Reconveyed Receivable from the balance of Eligible Receivables in the Trust and filed on and after the date of such removal, such Reconveyed Receivable shall not be included in the calculation of the Net Receivables Balance. As payment for such Reconveyed Receivable, the Transferor shall make or cause to be made a deposit in the Cure Account of each outstanding Series in immediately available funds in an amount equal to the ratable share for such Series (determined pursuant to Section 3(b4.03) hereofof the aggregate of the unpaid principal balance of such Reconveyed Receivable. The Transferor shall make such deposits, without your prior consentor cause such deposits to be made, by the close of business on the Business Day following the day a Responsible Officer of the Transferor obtains knowledge of the existence of such Reconveyed Receivable. Such deposits shall be considered payment in full for such Reconveyed Receivable during the Collection Period in which consent such payment occurs. Upon the written Pooling and Servicing Agreement instruction of the Servicer, Collections related to Reconveyed Receivables shall not be unreasonably withheld or conditioned, it has not made withdrawn from the Cure Account and will not make any offer relating deposited by the Trustee to the Certificates that would constitute a “free writing prospectus” as defined in Rule 405 under Transferor Account. At the Act; (ii) each Underwriter represents option and agrees that, without the prior consent expense of the CompanyServicer or the Transferor, which consent the Trustee shall not execute such documents and instruments of transfer or assignment as shall be unreasonably withheld or conditioned, other than one or more customary “Bloomberg Screens” to offer the Certificates or convey final pricing terms thereof that contain only information contained in the Pricing Disclosure Package, it has not made and will not make any offer relating to the Certificates that would constitute a free writing prospectus; and (iii) any such free writing prospectus the use of which has been consented to prepared by the Company and Transferor or the Underwriters is listed on Schedule IV(a) hereto (other than the final term sheet described in Section 1(c) hereof). (b) The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing ProspectusServicer, and including, shall take such other actions as applicable, timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if shall reasonably be requested by the UnderwritersTransferor, will prepare to effect the removal of such Reconveyed Receivable from the Trust pursuant to this paragraph. Upon removal of a Reconveyed Receivable from the Trust, the Trustee shall automatically and furnish without charge further action be deemed to each Underwriter an Issuer Free Writing Prospectus transfer, assign, set-over and otherwise convey to or upon the order of the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Reconveyed Receivable and Collections with respect thereto and all proceeds thereof. The obligation of the Transferor set forth in this paragraph shall constitute the sole remedy respecting any breach of the representations and warranties set forth in this Section 2.04(e) made on the date of Transfer of and with respect to such Receivable available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders) or any other document which will correct Indemnified Party. The representations and warranties set forth in this Section 2.04 shall survive the Transfer of the Receivables to the Trust and the issuance of the Certificates, and shall cease and be of no effect upon the indefeasible repayment in full of the Invested Amount of the last outstanding Series and all other obligations of the Transferor hereunder. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such conflict, statement or omission; provided, however, that this undertaking breach shall not apply give prompt written notice to the other parties and to any statements or omissions Enhancement Provider. The Trustee's obligations in an Issuer Free Writing Prospectus made respect of any such breach are limited as provided in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through you expressly for use thereinSection 11.02(g).

Offering of Certificates. (a) (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 3(b) hereof, without your prior consent, which consent shall not be unreasonably withheld or conditioned, it has not made and will not make any offer relating to the Certificates that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each the Underwriter represents and agrees that, without the prior consent of the Company, which consent shall not be unreasonably withheld or conditioned, other than one or more customary “Bloomberg Screens” to offer the Certificates or convey final pricing terms thereof that contain only information contained in the Pricing Disclosure Package, it has not made and will not make any offer relating to the Certificates that would constitute a free writing prospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Underwriters Underwriter is listed on Schedule IV(aIII(a) hereto (other than the final term sheet described in Section 1(c) hereof)) . (b) The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, and including, as applicable, timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters Underwriter and, if requested by the UnderwritersUnderwriter, will prepare and furnish without charge to each the Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters Underwriter through you expressly for use therein.

Offering of Certificates. (a) (i) The Each of FedEx and the Company represents and agrees that, other than the final term sheet Final Term Sheet prepared and filed pursuant to Section 3(b) hereofhereof and any other Free Writing Prospectus listed on Schedule III hereto, without your prior consent, which consent shall not be unreasonably withheld or conditioned, it has not made and will not make any offer relating to the Certificates that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company, which consent shall not be unreasonably withheld or conditioned, other than the Final Term Sheet and any other Free Writing Prospectus listed on Schedule III hereto and one or more customary “Bloomberg Screens” to offer the Certificates or convey final pricing terms thereof that contain only information contained in the Pricing Disclosure Package, it has not made and will not make any offer relating to the Certificates that would constitute a free writing prospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Underwriters is listed on Schedule IV(aIII(a) hereto (other than the final term sheet Final Term Sheet described in Section 1(c1(d) hereof). (b) The Each of FedEx and the Company has complied and will comply in all material respects with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, and including, as applicable, timely filing with the Commission or retention where required and legending. (c) The Each of FedEx and the Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, each of FedEx and the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through you expressly for use therein.

Offering of Certificates. (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 3(b3(a) hereof, without your prior consent, which consent shall not be unreasonably withheld or conditioned, it has not made and will not make any offer relating to the Certificates that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company, which consent shall not be unreasonably withheld or conditioned, other than one or more customary “Bloomberg Screens” to offer the Certificates or convey final pricing terms thereof that contain only information contained in the Pricing Disclosure Package, it has not made and will not make any offer relating to the Certificates that would constitute a free writing prospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Underwriters (including the final term sheet prepared and filed pursuant to Section 3(a) hereof) is listed on Schedule IV(a) hereto (other than the final term sheet described in Section 1(c) hereof)hereto. (b) The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, and including, as applicable, timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through you expressly for use therein.

Offering of Certificates. Neither the Transferor nor any agent acting on its behalf has, directly or indirectly, offered any Certificate or any similar security of the Transferor for sale to, or solicited any offer to buy any Certificate or any similar security of the Transferor from, or otherwise approached or negotiated with respect thereto, with any Person which, and neither the Transferor nor any agent acting on its behalf has taken or will take any action which, would subject the issuance or sale of any Certificate to the provisions of Section 5 of the Act or to the qualification provisions of any securities or blue sky law of any applicable jurisdiction. In the event of a breach with respect to any Receivables of the representation and warranty set forth in Section 2.04(e)(iii) above (ia) The Company represents which cannot be cured by the Business Day following the first day on which a Responsible Officer of the Transferor has knowledge thereof and agrees that, other (b) which causes the Net Receivables Balance to be less than the final term sheet prepared Required Net Receivables Balance, the Transferor shall repurchase an amount of such Receivables (each, a "Reconveyed Receivable") from the Trust such that the payment for such Reconveyed Receivables is sufficient to cause the Net Receivables Balance to be equal to or greater than the Required Net Receivables Balance. The Servicer shall deduct the unpaid balance of each such Reconveyed Receivable from the balance of Eligible Receivables in the Trust and filed pursuant to Section 3(b) hereofon and after the date of such removal, without your prior consent, which consent each Reconveyed Receivable so removed shall not be unreasonably withheld or conditioned, it has not made and will not make any offer relating to included in the Certificates that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent calculation of the Company, which consent Net Receivables Balance. As payment for each such Reconveyed Receivable the Transferor shall not make or cause to be unreasonably withheld made a deposit pro rata (by Floating Allocation Percentage or conditioned, other than one or more customary “Bloomberg Screens” to offer the Certificates or convey final pricing terms thereof that contain only information contained in the Pricing Disclosure Package, it has not made and will not make any offer relating to the Certificates that would constitute a free writing prospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Underwriters is listed on Schedule IV(a) hereto (other than the final term sheet described in Section 1(c) hereof). (b) The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, and includingFixed Allocation Percentage, as applicable) in the Reserve Accounts of each outstanding Series in immediately available funds in an amount equal to the aggregate of the unpaid principal balances of such Reconveyed Receivables. The Transferor shall make such deposit, timely filing or cause such deposit to be made, by the close of business on the Business Day following the first day a Responsible Officer of the Transferor has knowledge of the existence of such Reconveyed Receivables. Such deposit shall be considered payment in full for each such Reconveyed Receivable during the Collection Period in which such payment occurs. Upon each removal of a Reconveyed Receivable from the Trust, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to or upon the order of the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Reconveyed Receivable and Collections with respect thereto and all proceeds thereof. Collections related to Reconveyed Receivables shall be deposited by the Commission Trustee to the Transferor Account. The Trustee shall execute such documents and instruments of transfer or retention where required assignment as shall be prepared by the Transferor or the Servicer, and legending. (c) shall take such other actions as shall reasonably be requested by the Transferor, to effect the conveyance of such Reconveyed Receivable pursuant to this Section 2.04. The Company agrees that if at obligation of the Transferor set forth in this Section 2.04 shall constitute the sole remedy respecting any time following breach of the representations and warranties set forth in this Section 2.04 with respect to such Receivable available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders. The representations and warranties set forth in this Section 2.04 shall survive the Transfer of the Receivables to the Trust and the issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result the Certificates, and shall cease and be of which such Issuer Free Writing Prospectus would conflict with no effect upon repayment in full of the information in Invested Amount of the Registration Statementlast outstanding Series and all other obligations of the Transferor hereunder. Upon discovery by the Transferor, the Preliminary Prospectus Servicer or the Prospectus or would include an untrue statement Trustee of a material fact or omit to state breach of any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleadingforegoing representations and warranties, the Company will party discovering such breach shall give prompt written notice thereof to the Underwriters and, if requested by the Underwriters, will prepare other parties and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions Enhancement Provider. The Trustee's obligations in an Issuer Free Writing Prospectus made respect of any such breach are limited as provided in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through you expressly for use thereinSection 11.02(g).

Offering of Certificates. (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 3(b) hereof, without your prior consent, which consent shall not be unreasonably withheld or conditioned, it has not made and will not make any offer relating to the Certificates that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company, which consent shall not be unreasonably withheld or conditioned, other than one or more customary “Bloomberg Screens” to offer the Certificates or convey final pricing terms thereof that contain only information contained in the Pricing Disclosure PackageTime of Sale Prospectus, it has not made and will not make any offer relating to the Certificates that would constitute a free writing prospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Underwriters is listed on Schedule IV(a) hereto (other than the final term sheet described in Section 1(c) hereof)IV hereto. (ba) The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectusissuer free writing prospectus, and including, as applicable, timely filing with the Commission or retention where required and legending. (cb) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus issuer free writing prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus issuer free writing prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus issuer free writing prospectus or other document which that will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus issuer free writing prospectus made in reliance upon and in conformity with the information furnished in writing to the Company by the Underwriters through you expressly for use thereinas set forth in the penultimate sentence of Section 7(a) hereof.

Offering of Certificates. (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 3(b) hereof, without your prior consent, which consent shall not be unreasonably withheld or conditioned, it has not made and will not make any offer relating to the Certificates that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company, which consent shall not be unreasonably withheld or conditioned, other than one or more customary “Bloomberg Screens” to offer the Certificates or convey final pricing terms thereof that contain only information contained in the Pricing Disclosure PackageTime of Sale Prospectus, it has not made and will not make any offer relating to the Certificates that would constitute a free writing prospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Underwriters is listed on Schedule IV(a) hereto (other than the final term sheet described in Section 1(c) hereof)IV hereto. (b) The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectusissuer free writing prospectus, and including, as applicable, timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus issuer free writing prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus issuer free writing prospectus would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus issuer free writing prospectus or other document which that will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus issuer free writing prospectus made in reliance upon and in conformity with the information furnished in writing to the Company by the Underwriters through you expressly for use thereinas set forth in the penultimate sentence of Section 7(a) hereof.

Offering of Certificates. (i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 3(b3(a) hereof, without your the prior consentconsent of the Underwriters, which consent shall not be unreasonably withheld or conditioned, it has not made and will not make any offer relating to the Certificates that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; (ii) each Underwriter represents and agrees that, without the prior consent of the Company, which consent shall not be unreasonably withheld or conditioned, other than one or more customary “Bloomberg Screens” to offer the Certificates or convey final pricing terms thereof that contain only information contained in the Pricing Disclosure Package, it has not made and will not make any offer relating to the Certificates that would constitute a free writing prospectus; and (iii) any such free writing prospectus the use of which has been consented to by the Company and the Underwriters (including the final term sheet prepared and filed pursuant to Section 3(a) hereof) is listed on Schedule IV(a) hereto (other than the final term sheet described in Section 1(c) hereof)hereto. (b) The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, and including, as applicable, timely filing with the Commission or retention where required and legending. (c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through you expressly for use therein.