Common use of Offerings by the Underwriters Clause in Contracts

Offerings by the Underwriters. It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the related Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. In connection with such offering(s), each Underwriter agrees to provide the Company with information related to the offer and sale of the Certificates that is reasonably requested by the Company, from time to time (but not in excess of three years from the applicable closing date), and necessary for the Company to comply with its tax reporting obligations, including, without limitation, the issue price of the Certificates. Each Underwriter agrees that it will not sell or transfer any Certificate or interest therein in the initial sale or transfer of such Certificate by such Underwriter in an amount less than the minimum denomination for such Certificate set forth in the related Prospectus Supplement. Each Underwriter further agrees that (i) if the Prospectus is not delivered to an investor with the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by an investor who receives a confirmation, such Underwriter shall deliver a paper copy of such Prospectus to such investor without charge; (iii) if an electronic copy of the Prospectus is delivered by an Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Company specifically for use by such Underwriter pursuant to this Section 4; for example, if the Prospectus is delivered to an Underwriter by or on behalf of the Company in a single electronic file in portable document format (pdf), then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf. Each Underwriter further agrees that (i) if it delivers to an investor a pdf version of the Prospectus, upon such Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, such Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus and (ii) it will provide to the Company any Underwriter Free Writing Prospectuses, or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Underwriter Free Writing Prospectuses, or portions thereof, in either Microsoft Word® or Microsoft Excel® format and not in a pdf, except to the extent that the Company, in its sole discretion, waives such requirement.

Offerings by the Underwriters. It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the related Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. In connection with such offering(s), each Underwriter agrees to provide the Company with information related to the offer and sale of the Certificates that is reasonably requested by the Company, from time to time (but not in excess of three years from the applicable closing date), and necessary for the Company to comply with its tax reporting obligations, including, without limitation, the issue price of the Certificates. Each Underwriter agrees that it will not sell or transfer any Certificate or interest therein in the initial sale or transfer of such Certificate by such Underwriter in an amount less than the minimum denomination for such Certificate set forth in the related Prospectus Supplement. Each Underwriter further agrees that (i) if the Prospectus is not delivered to an investor with the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by an investor who receives a confirmation, such Underwriter shall deliver a paper copy of such Prospectus to such investor without charge; (iii) if an electronic copy of the Prospectus is delivered by an Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Company specifically for use by such Underwriter pursuant to this Section 4; for example, if the Prospectus is delivered to an Underwriter by or on behalf of the Company in a single electronic file in portable document format (pdf), then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf. Each Underwriter further agrees that (i) if it delivers to an investor a pdf version of the Prospectus, upon such Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, such Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus and (ii) it will provide to the Company any Underwriter Free Writing Prospectuses, or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Underwriter Free Writing Prospectuses, or portions thereof, in either Microsoft Word® or Microsoft Excel® format and not in a pdf, except to the extent that the Company, in its sole discretion, waives such requirement.

Offerings by the Underwriters. It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the related Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. In connection with such offering(s), each Underwriter agrees to provide the Company with information related to the offer and sale of the Certificates that is reasonably requested by the Company, from time to time (but not in excess of three years from the applicable closing date), and necessary for the Company to comply with its tax reporting obligations, including, without limitation, the issue price of the Certificates. Each Underwriter agrees that it will not sell or transfer any Certificate or interest therein in the initial sale or transfer of such Certificate by such Underwriter in an amount less than the minimum denomination for such Certificate set forth in the related Prospectus Supplement. Each Underwriter further agrees that (i) if the Prospectus is not delivered to an investor with the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by an investor who receives a [Name of Underwriter]/First Horizon Master Underwriting Agreement confirmation, such Underwriter shall deliver a paper copy of such Prospectus to such investor without charge; (iii) if an electronic copy of the Prospectus is delivered by an Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Company specifically for use by such Underwriter pursuant to this Section 4; for example, if the Prospectus is delivered to an Underwriter by or on behalf of the Company in a single electronic file in portable document format (pdf), then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf. Each Underwriter further agrees that (i) if it delivers to an investor a pdf version of the Prospectus, upon such Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, such Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus and (ii) it will provide to the Company any Underwriter Free Writing Prospectuses, or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Underwriter Free Writing Prospectuses, or portions thereof, in either Microsoft Word® or Microsoft Excel® format and not in a pdf, except to the extent that the Company, in its sole discretion, waives such requirement.

Offerings by the Underwriters. It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates Notes to be purchased by it for sale to the public as set forth in the related Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. In connection with such offering(s), each Underwriter agrees to provide the Company with information related to the offer and sale of the Certificates Notes that is reasonably requested by the Company, from time to time (but not in excess of three years from the applicable closing date), and necessary for the Company to comply with its tax reporting obligations, including, including without limitation, limitation the issue price of the CertificatesNotes. Each Underwriter agrees that it will not sell or transfer any Certificate Note or interest therein in the initial sale or transfer of such Certificate Note by such Underwriter in an amount less than the minimum denomination for such Certificate Note set forth in the related Prospectus Supplement. Each Underwriter further agrees that (i) if the Prospectus is not delivered to an investor with the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by an investor who receives a confirmation, such Underwriter shall deliver a paper copy of such Prospectus to such investor without charge; (iii) if an electronic copy of the Prospectus is delivered by an Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Company specifically for use by such Underwriter pursuant to this Section 4; for example, if the Prospectus is delivered to an Underwriter by or on behalf of the Company in a single electronic file in portable document format (pdf), then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf. Each Underwriter further agrees that (i) if it delivers to an investor a pdf version of the Prospectus, upon such Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, such Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus and (ii) it will provide to the Company any Underwriter Free Writing Prospectuses, or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Underwriter Free Writing Prospectuses, or portions thereof, in either Microsoft Word® or Microsoft Excel® format and not in a pdf, except to the extent that the Company, in its sole discretion, waives such requirement.