Common use of Public Offering of Securities Clause in Contracts

Public Offering of Securities. (a) It is understood by the parties hereto that, after the Registration Statement becomes effective, the Underwriters propose to offer the Securities for sale to the public (which may include selected dealers), as set forth in the Prospectus and the Underwriters agree that all such offers, solicitations and sales by them shall be made in compliance with all applicable laws and regulations. Prior to the date of the first contract of sale made based on the Definitive Free Writing Prospectus, the Representative has not sold any Securities or any security backed by the Mortgage Loans, any interest in any Securities or any such security of any Mortgage Loan. (b) It is understood that the Underwriters will solicit offers to purchase the Securities as follows: (i) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Securities; provided, that you shall not accept any such offer to purchase a Securities or any interest in any Securities or Mortgage Loan or otherwise enter into any Contract of Sale for any Securities, any interest in any Securities or any Mortgage Loan prior to the investor's receipt of the Definitive Free Writing Prospectus. (ii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Securities used by any Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Securities shall prominently set forth the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Securities referred to in this free writing prospectus and to solicit an offer to purchase the Securities, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Securities until we have accepted your offer to purchase Securities. We will not accept any offer by you to purchase Securities, and you will not have any contractual commitment to purchase any of the Securities until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Securities at any time prior to our acceptance of your offer.

Public Offering of Securities. (a) It is understood by the parties hereto that, after the Registration Statement becomes effective, the Underwriters propose to offer The sale of the Securities for sale to the public (which may include selected dealers)is to be made, as set forth in the Prospectus and the Underwriters agree that all such offers, solicitations and sales by them shall be made in compliance with all applicable laws and regulations. Prior to the date of the first contract of sale made based on the Definitive Free Writing Prospectus, the Representative has not sold any Securities or any security backed by the Mortgage Loans, any interest in any Securities or any such security of any Mortgage Loan. (b) It is understood that the Underwriters will solicit offers to purchase the Securities as follows: (i) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Securities; herein provided, that you shall not accept any such offer to purchase a Securities or any interest in any Securities or Mortgage Loan or otherwise enter into any Contract of Sale for any Securities, any interest in any Securities or any Mortgage Loan prior to as soon after the investor's receipt of the Definitive Free Writing Prospectus. (ii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) registration statement relating to the Securities used by and any Underwriter in compliance additional registration statement relating to the Securities which may be filed with the terms of this Agreement prior Commission pursuant to Rule 462(b) becomes effective as is advisable in the Representatives' judgment. The purchase price to be paid by the Underwriters for the Securities and the initial public offering price are to be determined by agreement between the Representatives and the issuer. The Securities shall be first offered to the time such Underwriter has entered into public at the initial public offering price as so determined. The Securities may, but need not, be registered for a Contract of Sale for delayed or continuous offering pursuant to Rule 415 promulgated under the Securities Act. The Representatives will advise you by telex, telecopy, telegraph or telephone when the Securities shall prominently set forth be released for offering, when the following statement: The information in this free writing prospectus is preliminary, registration statement and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered any additional registration statement relating to you solely to provide you with information about the offering of the Securities referred shall become effective, the price at which the Securities are initially to in this free writing prospectus be offered and the date that payment for the Securities shall be made to solicit an offer the seller or sellers pursuant to purchase the Securities, when, as and if issuedUnderwriting Agreement. Any such offer You agree not to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase sell any of the Securities until we the Representatives have accepted your released them for that purpose. If so directed in the Invitation or the Final Communication, you agree not to sell any Securities to any accounts over which you exercise discretionary authority. You authorize the Representatives, after the initial public offering, to change the public offering price, the concession and the reallowance if, in their sole discretion, such action becomes desirable by reason of changes in general market conditions or otherwise. The public offering price at the time in effect is herein called the "Offering Price". After notice from the Representatives that the Securities are released for public sale, you will offer to purchase Securities. We will not accept any offer by you to purchase Securities, the public in conformity with the provisions hereof and you will not have any contractual commitment to purchase any with the terms of the Offering set forth in the prospectus those Securities until after as the Representatives advise you have received are not reserved. In the Definitive Free Writing Prospectus. You may withdraw your offer case of a Delayed Delivery Offering, you authorize the Representatives to make all arrangements for the solicitation of offers to purchase Securities at from the issuer pursuant to Delayed Delivery Contracts. To the extent that the Representatives in their sole discretion shall determine, Contract Securities which have been directed by institutional investors to particular Underwriters or which were contracted for pursuant to arrangements made by particular Underwriters through them shall be allocated to such Underwriters and all other Contract Securities shall be allocated to the accounts of the respective Underwriters as nearly as practicable in proportion to their respective Initial Commitments; provided, however, that the amount of Contract Securities so allocated to any time prior Underwriter shall not exceed such Underwriter's Initial Commitment, and any Contract Securities which would otherwise have been allocated to our acceptance such Underwriter (the "Excess Contract Securities") shall be allocated among the other Underwriters in such manner as the Representatives shall, in their sole discretion, determine to be equitable and practicable. The Representatives may pay a commission to any Selected Dealer for services rendered in respect of your offerContract Securities.

Public Offering of Securities. (a) It is understood by the parties hereto that, after the Registration Statement becomes effective, the Underwriters propose to offer The sale of the Securities for sale to the public (which may include selected dealers)is to be made, as set forth in the Prospectus and the Underwriters agree that all such offers, solicitations and sales by them shall be made in compliance with all applicable laws and regulations. Prior to the date of the first contract of sale made based on the Definitive Free Writing Prospectus, the Representative has not sold any Securities or any security backed by the Mortgage Loans, any interest in any Securities or any such security of any Mortgage Loan. (b) It is understood that the Underwriters will solicit offers to purchase the Securities as follows: (i) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Securities; herein provided, that you shall not accept any such offer to purchase a Securities or any interest in any Securities or Mortgage Loan or otherwise enter into any Contract of Sale for any Securities, any interest in any Securities or any Mortgage Loan prior to as soon after the investor's receipt of the Definitive Free Writing Prospectus. (ii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) registration statement relating to the Securities used by and any Underwriter in compliance additional registration statement relating to the Securities which may be filed with the terms of this Agreement prior Commission pursuant to Rule 462(b) becomes effective as is advisable in the Representatives’ judgment. The purchase price to be paid by the Underwriters for the Securities and the initial public offering price are to be determined by agreement between the Representatives and the issuer. The Securities shall be first offered to the time such Underwriter has entered into public at the initial public offering price as so determined. The Securities may, but need not, be registered for a Contract of Sale for delayed or continuous offering pursuant to Rule 415 promulgated under the Securities Act. The Representatives will advise you by telex, telecopy, telegraph or telephone when the Securities shall prominently set forth be released for offering, when the following statement: The information in this free writing prospectus is preliminary, registration statement and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered any additional registration statement relating to you solely to provide you with information about the offering of the Securities referred shall become effective, the price at which the Securities are initially to in this free writing prospectus be offered and the date that payment for the Securities shall be made to solicit an offer the seller or sellers pursuant to purchase the Securities, when, as and if issuedUnderwriting Agreement. Any such offer You agree not to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase sell any of the Securities until we the Representatives have accepted your released them for that purpose. If so directed in the Invitation or the Final Communication, you agree not to sell any Securities to any accounts over which you exercise discretionary authority. You authorize the Representatives, after the initial public offering, to change the public offering price, the concession and the reallowance if, in their sole discretion, such action becomes desirable by reason of changes in general market conditions or otherwise. The public offering price at the time in effect is herein called the “Offering Price”. After notice from the Representatives that the Securities are released for public sale, you will offer to purchase Securities. We will not accept any offer by you to purchase Securities, the public in conformity with the provisions hereof and you will not have any contractual commitment to purchase any with the terms of the Offering set forth in the prospectus those Securities until after as the Representatives advise you have received are not reserved. In the Definitive Free Writing Prospectus. You may withdraw your offer case of a Delayed Delivery Offering, you authorize the Representatives to make all arrangements for the solicitation of offers to purchase Securities at from the issuer pursuant to Delayed Delivery Contracts. To the extent that the Representatives in their sole discretion shall determine, Contract Securities which have been directed by institutional investors to particular Underwriters or which were contracted for pursuant to arrangements made by particular Underwriters through them shall be allocated to such Underwriters and all other Contract Securities shall be allocated to the accounts of the respective Underwriters as nearly as practicable in proportion to their respective Initial Commitments; provided, however, that the amount of Contract Securities so allocated to any time prior Underwriter shall not exceed such Underwriter’s Initial Commitment, and any Contract Securities which would otherwise have been allocated to our acceptance such Underwriter (the “Excess Contract Securities”) shall be allocated among the other Underwriters in such manner as the Representatives shall, in their sole discretion, determine to be equitable and practicable. The Representatives may pay a commission to any Selected Dealer for services rendered in respect of your offerContract Securities.

Public Offering of Securities. (a) It is understood by the parties hereto that, after the Registration Statement becomes effective, the Underwriters propose to offer the Securities for sale to the public (which may include selected dealers), as set forth in the Prospectus and the Underwriters agree that all such offers, solicitations and sales by them shall be made in compliance with all applicable laws and regulations. Prior to the date of the first contract of sale made based on the Definitive Free Writing Prospectus, the Representative has not sold any Securities or any security backed by the Mortgage Loans, any interest in any Securities or any such security of any Mortgage Loan. (b) It is understood that the Underwriters will solicit offers to purchase the Securities as follows: (i) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Securities; provided, that you shall not accept any such offer to purchase a Securities or any interest in any Securities or Mortgage Loan or otherwise enter into any Contract of Sale for any Securities, any interest in any Securities or any Mortgage Loan prior to the investor's ’s receipt of the Definitive Free Writing Prospectus. (ii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Securities used by any Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Securities shall prominently set forth the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Securities referred to in this free writing prospectus and to solicit an offer to purchase the Securities, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Securities until we have accepted your offer to purchase Securities. We will not accept any offer by you to purchase Securities, and you will not have any contractual commitment to purchase any of the Securities until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Securities at any time prior to our acceptance of your offer.

Public Offering of Securities. (a) It is understood by the parties hereto that, after the Registration Statement becomes effective, the Underwriters propose to offer The sale of the Securities for sale to the public (which may include selected dealers)is to be made, as set forth in the Prospectus and the Underwriters agree that all such offers, solicitations and sales by them shall be made in compliance with all applicable laws and regulations. Prior to the date of the first contract of sale made based on the Definitive Free Writing Prospectus, the Representative has not sold any Securities or any security backed by the Mortgage Loans, any interest in any Securities or any such security of any Mortgage Loan. (b) It is understood that the Underwriters will solicit offers to purchase the Securities as follows: (i) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Securities; herein provided, that you shall not accept any such offer to purchase a Securities or any interest in any Securities or Mortgage Loan or otherwise enter into any Contract of Sale for any Securities, any interest in any Securities or any Mortgage Loan prior to as soon after the investor's receipt of the Definitive Free Writing Prospectus. (ii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) registration statement relating to the Securities used by and any Underwriter in compliance additional registration statement relating to the Securities which may be filed with the terms of this Agreement prior Commission pursuant to Rule 462(b) become effective as in the Representatives' judgment is advisable. The purchase price to be paid by the Underwriters for the Securities and the initial public offering price are to be determined by agreement between the Representatives and the issuer. The Securities shall be first offered to the time such Underwriter has entered into a Contract of Sale for public at the initial public offering price as so determined. The Representatives will advise you by telex, telecopy, telegraph or telephone when the Securities shall prominently set forth be released for offering, when the following statement: The information in this free writing prospectus is preliminary, registration statement and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered any additional registration statement relating to you solely to provide you with information about the offering of the Securities referred shall become effective, the price at which the Securities are initially to in this free writing prospectus be offered and the date that payment for the Securities shall be made to solicit an offer the seller or sellers pursuant to purchase the Securities, when, as and if issuedUnderwriting Agreement. Any such offer You agree not to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase sell any of the Securities until we the Representatives have accepted your released them for that purpose. You authorize the Representatives, after the initial public offering, to change the public offering price, the concession and the reallowance if, in their sole discretion, such action becomes desirable by reason of changes in general market conditions or otherwise. The public offering price at the time in effect is herein called the "Offering Price." After notice from the Representatives that the Securities are released for public sale, you will offer to purchase Securities. We will not accept any offer by you to purchase Securities, the public in conformity with the provisions hereof and you will not have any contractual commitment to purchase any with the terms of the Offering set forth in the prospectus those Securities until after as the Representatives advise you have received are not reserved. In the Definitive Free Writing Prospectus. You may withdraw your offer case of a Delayed Delivery Offering, you authorize the Representatives to make all arrangements for the solicitation of offers to purchase Securities at from the issuer pursuant to Delayed Delivery Contracts. To the extent that the Representatives in their sole discretion shall determine, Contract Securities which have been directed by institutional investors to particular Underwriters or which were contracted for pursuant to arrangements made by particular Underwriters through them shall be allocated to such Underwriters and all other Contract Securities shall be allocated to the accounts of the respective Underwriters as nearly as practicable in proportion to their respective Initial Commitments; provided, however, that the amount of Contract Securities so allocated to any time prior Underwriter shall not exceed such Underwriter's Initial Commitment, and any Contract Securities which would otherwise have been allocated to our acceptance such Underwriter (the "Excess Contract Securities") shall be allocated among the other Underwriters in such manner as the Representatives shall, in their sole discretion, determine to be equitable and practicable. The Representatives may pay a commission to any Selected Dealer for services rendered in respect of your offerContract Securities.