Common use of Registered Offerings Clause in Contracts

Registered Offerings. For an Offering of Securities registered under the Securities Act ("Registered Offering"), you will provide the file number(s) of the Registration Statement (as defined below) filed with the Commission or, to the extent made available by the Company, send us or make available for our review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities of the final prospectus (excluding documents incorporated by reference therein) are made available to you by the Company to be used in connection with the Offering of the Securities, you will furnish to us sufficient copies thereof or arrange to have such copies furnished to us. We understand that we are not authorized to give any information or make any representation not contained in the Prospectus (including documents incorporated by reference therein), as amended or supplemented, in connection with the Offering. Our Final Acceptance will constitute (i) our acknowledgment that we are familiar with such Registration Statement, as amended to the date of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we furnished a previous Prospectus as required by applicable regulation or as requested by you. We will maintain accurate records of our distribution of the Registration Statement and the Prospectus. Where specified in the Terms Communication, we will not without your consent sell any of the Securities to an account over which we have investment discretion.

Registered Offerings. For an Offering of Securities registered under the Securities Act ("“Registered Offering"”), you will provide the file number(s) of the Registration Statement (as defined below) filed with the Commission or, to the extent made available by the Company, send us or make available for our review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities of the final prospectus (excluding documents incorporated by reference therein) are made available to you by the Company to be used in connection with the Offering of the Securities, you will furnish to us sufficient copies thereof or arrange to have such copies furnished to us. We understand that we are not authorized to give any information or make any representation not contained in the Prospectus (including documents incorporated by reference therein), as amended or supplemented, in connection with the Offering. Our Final Acceptance will constitute (i) our acknowledgment that we are familiar with such Registration Statement, as amended to the date of the Offering, including any exhibits or documents incorporated therein by reference (the "“Registration Statement"”), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectively, the "“Prospectus"”) and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we furnished a previous Prospectus as required by applicable regulation or as requested by you. We will maintain accurate records of our distribution of the Registration Statement and the Prospectus. Where specified in the Terms Communication, we will not without your consent sell any of the Securities to an account over which we have investment discretion.

Registered Offerings. For an In the case of any Offering of Securities that are registered under the Securities Act ("“Registered Offering"”), you will provide the file number(s) of following terms shall have the Registration Statement (as defined below) filed with the Commission or, following meanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the extent made available by Offering or any preliminary prospectus supplement together with a prospectus relating to the CompanyOffering. The term “Prospectus” means the prospectus, send us or make available for our review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities of together with the final prospectus (excluding documents incorporated by reference therein) are made available supplement, if any, relating to you by the Company Offering filed or to be used filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by us and the issuer in connection with the Offering of the Securities that has been or will be filed with the Commission (as defined) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you for use by InspereX LLC. “Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to you relating to the Offering of Securities. In connection with any Registered Offering, we will provide to you electronically copies of the Additional Information and of the Prospectus (other than, in each case, information incorporated by reference therein) for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder and will make available to you such number of copies of the Prospectus as you may reasonably request as soon as practicable after sufficient copies are made available to us by the issuer of the Securities. You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as such term is defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the Securities (including, without limitation, any free writing prospectus and any information furnished by us and any issuer of Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus), other than (a) any Preliminary Prospectus or Prospectus or (b) any Permitted Free Writing Prospectus. You represent and warrant that you are familiar with the rules relating to the distribution of a Preliminary Prospectus and agree that you will comply therewith. You represent and warrant that you are familiar with Rule 173 under the Securities Act relating to electronic delivery. You agree to make a record of your distribution of each Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus, you will furnish to us sufficient will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or arrange oral, other than the statements in the Preliminary Prospectus or final Prospectus delivered to have such copies furnished to you by us. We understand that we are You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Prospectus (including documents incorporated by reference therein), as amended or supplemented, prospectus in connection with the Offeringsale of such Securities. Our Final Acceptance You agree that you have not relied, and will constitute (i) our acknowledgment not rely, upon advice from us regarding the suitability of any Securities as an investment for you or your clients. You acknowledge and agree that we it is your sole responsibility to ensure that, prior to any distribution, the Securities are familiar suitable for your clients, it is lawful for your clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. You agree not to market the Securities in any manner which is inconsistent with such Registration Statement, as amended to or not on the date basis of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available materials furnished to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we furnished a previous Prospectus as required by applicable regulation or as requested by you. We will maintain accurate records of our distribution of the Registration Statement and the Prospectus. Where specified you for use in the Terms Communication, we will distribution and you agree not without your consent sell any of the Securities to an account over which we use marketing materials other than those that have investment discretionbeen approved for use.

Registered Offerings. For an In the case of any Offering of Securities that are registered under the Securities Act ("“Registered Offering"”), you will provide the file number(s) of following terms shall have the Registration Statement (as defined below) filed with the Commission or, following meanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the extent made available by Offering or any preliminary prospectus supplement together with a prospectus relating to the CompanyOffering. The term “Prospectus” means the prospectus, send us or make available for our review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities of together with the final prospectus (excluding documents incorporated by reference therein) are made available supplement, if any, relating to you by the Company Offering filed or to be used filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by us and the issuer in connection with the Offering of the Securities that has been or will be filed with the Commission (as defined) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you for use by Incapital LLC. “Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to you relating to the Offering of Securities. In connection with any Registered Offering, we will provide to you electronically copies of the Additional Information and of the Prospectus (other than, in each case, information incorporated by reference therein) for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations of the Securities and Exchange Commission (the “Commission) thereunder and will make available to you such number of copies of the Prospectus as you may reasonably request as soon as practicable after sufficient copies are made available to us by the issuer of the Securities. You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as such term is defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the Securities (including, without limitation, any free writing prospectus and any information furnished by us and any issuer of Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus), other than (a) any Preliminary Prospectus or Prospectus or (b) any Permitted Free Writing Prospectus. You represent and warrant that you are familiar with the rules relating to the distribution of a Preliminary Prospectus and agree that you will comply therewith. You represent and warrant that you are familiar with Rule 173 under the Securities Act relating to electronic delivery. You agree to make a record of your distribution of each Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus, you will furnish to us sufficient will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or arrange oral, other than the statements in the Preliminary Prospectus or final Prospectus delivered to have such copies furnished to you by us. We understand that we are You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Prospectus (including documents incorporated by reference therein), as amended or supplemented, prospectus in connection with the Offeringsale of such Securities. Our Final Acceptance You agree that you have not relied, and will constitute (i) our acknowledgment not rely, upon advice from us regarding the suitability of any Securities as an investment for you or your clients. You acknowledge and agree that we it is your sole responsibility to ensure that, prior to any distribution, the Securities are familiar suitable for your clients, it is lawful for your clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. You agree not to market the Securities in any manner which is inconsistent with such Registration Statement, as amended to or not on the date basis of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available materials furnished to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we furnished a previous Prospectus as required by applicable regulation or as requested by you. We will maintain accurate records of our distribution of the Registration Statement and the Prospectus. Where specified you for use in the Terms Communication, we will distribution and you agree not without your consent sell any of the Securities to an account over which we use marketing materials other than those that have investment discretionbeen approved for use.

Registered Offerings. For an In the case of any Offering of Securities that are registered under the Securities Act ("“Registered Offering"”), you will provide the file number(s) of following terms shall have the Registration Statement (as defined below) filed with the Commission or, following meanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the extent made available by Offering or any preliminary prospectus supplement together with a prospectus relating to the CompanyOffering. The term “Prospectus” means the prospectus, send us or make available for our review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities of together with the final prospectus (excluding documents incorporated by reference therein) are made available supplement, if any, relating to you by the Company Offering filed or to be used filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by us and the issuer in connection with the Offering of the Securities that has been or will be filed with the Commission in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you by Incapital LLC. “Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to you relating to the Offering of Securities. In connection with any Registered Offering, we will provide to you electronically copies of the Additional Information and of the Prospectus (other than in each case information incorporated by reference therein) for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 and the applicable rules and regulations of the Securities and Exchange Commission (the “Commission) thereunder and will make available to you such number of copies of the Prospectus as you may reasonably request as soon as practicable after sufficient copies are made available to us by the issuer of the Securities. You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the Securities, (including, without limitation, any free writing prospectus and any information furnished by us and any issuer of Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus) other than (a) any Preliminary Prospectus or Prospectus or (b) any Permitted Free Writing Prospectus. You represent and warrant that you are familiar with the rules relating to the distribution of a Preliminary Prospectus and agree that you will furnish comply therewith. You agree to us sufficient make a record of your distribution of each Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or arrange oral, other than the statements in the Preliminary Prospectus or final Prospectus delivered to have such copies furnished to you by us. We understand that we are You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Prospectus (including documents incorporated by reference therein), as amended or supplemented, prospectus in connection with the Offering. Our Final Acceptance will constitute (i) our acknowledgment that we are familiar with sale of such Registration Statement, as amended to the date of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we furnished a previous Prospectus as required by applicable regulation or as requested by you. We will maintain accurate records of our distribution of the Registration Statement and the Prospectus. Where specified in the Terms Communication, we will not without your consent sell any of the Securities to an account over which we have investment discretionSecurities.

Registered Offerings. For an In the case of any Offering of Securities that are registered under the Securities Act ("“Registered Offering"”), you will provide the file number(s) of following terms shall have the Registration Statement (as defined below) filed with the Commission or, following meanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the extent made available by Offering or any preliminary prospectus supplement together with a prospectus relating to the CompanyOffering. The term “Prospectus” means the prospectus, send us or make available for our review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities of together with the final prospectus (excluding documents incorporated by reference therein) are made available supplement, if any, relating to you by the Company Offering filed or to be used filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by us and the issuer in connection with the Offering of the Securities that has been or will be filed with the Commission (as defined) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you for use by Incapital LLC. “Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to you relating to the Offering of Securities. In connection with any Registered Offering, we will provide to you electronically copies of the Additional Information and of the Prospectus (other than, in each case, information incorporated by reference therein) for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder and will make available to you such number of copies of the Prospectus as you may reasonably request as soon as practicable after sufficient copies are made available to us by the issuer of the Securities. You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as such term is defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the Securities (including, without limitation, any free writing prospectus and any information furnished by us and any issuer of Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus), other than (a) any Preliminary Prospectus or Prospectus or (b) any Permitted Free Writing Prospectus. You represent and warrant that you are familiar with the rules relating to the distribution of a Preliminary Prospectus and agree that you will comply therewith. You represent and warrant that you are familiar with Rule 173 under the Securities Act relating to electronic delivery. You agree to make a record of your distribution of each Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus, you will furnish to us sufficient will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or arrange oral, other than the statements in the Preliminary Prospectus or final Prospectus delivered to have such copies furnished to you by us. We understand that we are You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Prospectus (including documents incorporated by reference therein), as amended or supplemented, prospectus in connection with the Offeringsale of such Securities. Our Final Acceptance You agree that you have not relied, and will constitute (i) our acknowledgment not rely, upon advice from us regarding the suitability of any Securities as an investment for you or your clients. You acknowledge and agree that we it is your sole responsibility to ensure that, prior to any distribution, the Securities are familiar suitable for your clients, it is lawful for your clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. You agree not to market the Securities in any manner which is inconsistent with such Registration Statement, as amended to or not on the date basis of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available materials furnished to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we furnished a previous Prospectus as required by applicable regulation or as requested by you. We will maintain accurate records of our distribution of the Registration Statement and the Prospectus. Where specified you for use in the Terms Communication, we will distribution and you agree not without your consent sell any of the Securities to an account over which we use marketing materials other than those that have investment discretionbeen approved for use.

Registered Offerings. For In the case of an Offering of Securities registered under the Securities Act (a "Registered Offering"), we shall provide you with such number of copies of any prospectus subject to completion (a "preliminary prospectus"), the prospectus and any amendment or supplement to any of the foregoing as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. You shall familiarize yourself with the terms of the Securities and the other terms of the Offering reflected in any such preliminary prospectus, prospectus, amendment or supplement. You agree that in purchasing Securities in a Registered Offering you will provide rely upon no statements whatsoever, written or oral, other than the file number(s) of statements in the Registration Statement (as defined below) filed with the Commission or, to the extent made available by the Company, send us or make available for our review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities of the final prospectus (excluding documents incorporated by reference therein) are made available delivered to you by the Company to be used in connection with the Offering of the Securities, us. You understand that you will furnish to us sufficient copies thereof not be authorized by the issuer or arrange to have such copies furnished to us. We understand that we are not authorized any seller other than the issuer, any guarantor or any insurer of Securities to give any information or to make any representation not contained in a preliminary prospectus or the Prospectus (including documents incorporated by reference therein)prospectus, as amended or supplemented, in connection with the OfferingOffering of such Securities. Our Final Acceptance will constitute (i) our acknowledgment You represent and warrant that we you are familiar with such Registration StatementSecurities Act Release No. 4968 and Rule 15c2-8 (or any successor release or provision) under the Exchange Act and any applicable foreign laws (and any applicable rules and regulations thereunder) and agree that you will deliver all preliminary prospectuses and prospectuses required for compliance therewith. You agree to make a record of your distribution of each preliminary prospectus and prospectus (including dates, as numbers of copies and persons to whom sent) and you shall, if requested by us, furnish a copy of an amended to the date of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any supplemented preliminary prospectus, final prospectus, prospectus or prospectus supplement filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we you have furnished a previous Prospectus as required by applicable regulation preliminary prospectus or as prospectus and, if also requested by you. We will maintain accurate records of our distribution of us, indicate to each such person the Registration Statement and the Prospectus. Where specified changes reflected in the Terms Communication, we will not without your consent sell any of the Securities to an account over which we have investment discretionsuch amended or supplemented preliminary prospectus or prospectus.

Registered Offerings. For an In the case of any Offering of Securities that are registered under the Securities Act ("“Registered Offering"”), we shall provide you will provide the file number(s) with such number of copies of each preliminary prospectus, of the Registration Statement documents contained in the Disclosure Package (as defined belowin the Selling Agent Agreement entered into among Prudential Financial, Inc., Banc of America Securities LLC and certain other Agents named therein on March 16, 2006 (the “Selling Agent Agreement”)) filed with the Commission or, to the extent made available by the Company, send us or make available for our review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities of the final prospectus relating thereto as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934, as amended (excluding documents incorporated by reference therein) the “Exchange Act”), and the applicable rules and regulations of the Securities and Exchange Commission thereunder. You represent and warrant that you are made available familiar with Rule 15c2-8 under the Exchange Act relating to the distribution of preliminary and final prospectuses and agree that you will comply therewith. You agree to make a record of your distribution of each preliminary prospectus and, when furnished with copies of any revised preliminary prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a preliminary prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or oral, other than the statements in the Disclosure Package relating to such Securities and in the final prospectus delivered to you by us. You may prepare and use one or more preliminary or final term sheets relating to the Company Securities; provided, however, that you may not make any offer relating to the Securities that constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) or a portion thereof required to be used in connection filed by the issuer with the Offering Securities and Exchange Commission or retained by the issuer under Rule 433 under the Securities Act, other than the information contained in the Final Term Sheet (as defined in the Selling Agent Agreement). You will not be authorized by the issuer or other seller of the Securities, you will furnish Securities offered pursuant to us sufficient copies thereof a prospectus or arrange to have such copies furnished to us. We understand that we are not authorized by any Underwriter to give any information or to make any representation not contained in the Prospectus (including documents incorporated by reference therein), as amended Disclosure Package relating to such Securities or supplemented, in the prospectus in connection with the Offering. Our Final Acceptance will constitute (i) our acknowledgment that we are familiar with sale of such Registration Statement, as amended to the date of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we furnished a previous Prospectus as required by applicable regulation or as requested by you. We will maintain accurate records of our distribution of the Registration Statement and the Prospectus. Where specified in the Terms Communication, we will not without your consent sell any of the Securities to an account over which we have investment discretionSecurities.

Registered Offerings. For an Offering of Securities registered under the Securities Act ("Registered Offering"), you will provide the file number(s) of the Registration Statement (as defined below) filed with the Commission or, to the extent made available by the Company, send us or make available for our ------------------------------------------------------------------------------- review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities of the final prospectus (excluding documents incorporated by reference therein) are made available to you by the Company to be used in connection with the Offering of the Securities, you will furnish to us sufficient copies thereof or arrange to have such copies furnished to us. We understand that we are not authorized to give any information or make any representation not contained in the Prospectus (including documents incorporated by reference therein), as amended or supplemented, in connection with the Offering. Our Final Acceptance will constitute (i) our acknowledgment that we are familiar with such Registration Statement, as amended to the date of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we furnished a previous Prospectus as required by applicable regulation or as requested by you. We will maintain accurate records of our distribution of the Registration Statement and the Prospectus. Where specified in the Terms Communication, we will not without your consent sell any of the Securities to an account over which we have investment discretion.

Registered Offerings. For an In the case of any Offering of Securities that are registered under the Securities Act ("“Registered Offering"”), you will provide the file number(s) of following terms shall have the Registration Statement (as defined below) filed with the Commission or, following meanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the extent made available by Offering or any preliminary prospectus supplement together with a prospectus relating to the CompanyOffering. The term “Prospectus” means the prospectus, send us or make available for our review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities of together with the final prospectus (excluding documents incorporated by reference therein) are made available supplement, if any, relating to you by the Company Offering filed or to be used filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by us and the issuer in connection with the Offering of the Securities that has been or will be filed with the Commission (as defined) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you for use by InspereX LLC. “Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to you relating to the Offering of Securities. In connection with any Registered Offering, we will provide to you electronically copies of the Additional Information and of 47166115.8 the Prospectus (other than, in each case, information incorporated by reference therein) for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder and will make available to you such number of copies of the Prospectus as you may reasonably request as soon as practicable after sufficient copies are made available to us by the issuer of the Securities. You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as such term is defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the Securities (including, without limitation, any free writing prospectus and any information furnished by us and any issuer of Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus), other than (a) any Preliminary Prospectus or Prospectus or (b) any Permitted Free Writing Prospectus. You represent and warrant that you are familiar with the rules relating to the distribution of a Preliminary Prospectus and agree that you will comply therewith. You represent and warrant that you are familiar with Rule 173 under the Securities Act relating to electronic delivery. You agree to make a record of your distribution of each Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus, you will furnish to us sufficient will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or arrange oral, other than the statements in the Preliminary Prospectus or final Prospectus delivered to have such copies furnished to you by us. We understand that we are You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Prospectus (including documents incorporated by reference therein), as amended or supplemented, prospectus in connection with the Offeringsale of such Securities. Our Final Acceptance You agree that you have not relied, and will constitute (i) our acknowledgment not rely, upon advice from us regarding the suitability of any Securities as an investment for you or your clients. You acknowledge and agree that we it is your sole responsibility to ensure that, prior to any distribution, the Securities are familiar suitable for your clients, it is lawful for your clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. You agree not to market the Securities in any manner which is inconsistent with such Registration Statement, as amended to or not on the date basis of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available materials furnished to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we furnished a previous Prospectus as required by applicable regulation or as requested by you. We will maintain accurate records of our distribution of the Registration Statement and the Prospectus. Where specified you for use in the Terms Communication, we will distribution and you agree not without your consent sell any of the Securities to an account over which we use marketing materials other than those that have investment discretionbeen approved for use.

Registered Offerings. For In the case of an Offering of Securities registered under the Securities Act (a "Registered Offering"), we shall either provide you will provide in the Invitation with the file number(s) number of the Registration Statement (as defined below) registration statement filed with the Commission or, with respect to the extent made available by the Company, send us Securities or provide to you (or make available for our your review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As our office) as soon as practicable after sufficient quantities a copy (which may be in electronic form) of such registration statement or the latest amendment thereto which incorporates by reference the original registration statement and earlier filed amendments. You shall familiarize yourself with the terms of the final Securities and the other terms of the Offering reflected in the Invitation, such registration statement, any prospectus subject to completion included in such registration statement (excluding documents incorporated by reference therein) are made available a "preliminary prospectus"), any prospectus included in such registration statement or otherwise filed with the Commission, or any amendment or supplement to any of the foregoing. You understand that you will not be authorized by the Company to be used in connection with the Offering issuer or any seller, guarantor or insurer of the Securities, you will furnish to us sufficient copies thereof or arrange to have such copies furnished to us. We understand that we are not authorized Securities to give any information or to make any representation not contained in the Prospectus (including documents incorporated by reference therein)registration statement, a preliminary prospectus or the prospectus, as amended or supplemented, in connection with the OfferingOffering of such Securities. Our Final Acceptance will constitute (i) our acknowledgment that we are familiar with such Registration StatementYou authorize us, as amended to the date of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectivelyapproval of counsel for the Underwriters, the "Prospectus") and the forms of Underwriting Agreement and indenture to approve on your behalf any amendments or other document describing the terms of the Securities filed as exhibits thereto supplements to such registration statement, any such preliminary prospectus or otherwise made available to us, (ii) our such prospectus. Your Acceptance shall constitute your representation that the information relating to us be set forth in such Registration Statement registration statement, any such preliminary prospectus, such prospectus and Prospectus any such amendment or supplement is correct and not misleadingmisleading insofar as it relates to you. By your Acceptance you confirm that you have delivered and agree that you will deliver all preliminary prospectuses and prospectuses required for compliance with the provisions of Securities Act Release No. 4968 and Rule 15c2-8 (or any successor release or provision) under the Exchange 4 Act and any applicable foreign laws (and any applicable rules and regulations thereunder). By your Acceptance you agree to make a record of your distribution of each preliminary prospectus and prospectus (including dates, (iiinumbers of copies and persons to whom sent) our consent to be named as an Underwriter thereinand you shall, and (iv) our representation that we will if requested by the Representatives, furnish a Prospectus copy of an amended or supplemented preliminary prospectus or prospectus to each person to whom we sell Securities or to whom we you have furnished a previous Prospectus as required by applicable regulation preliminary prospectus or as prospectus and, if also requested by you. We will maintain accurate records of our distribution of the Registration Statement and Representatives, indicate to each such person the Prospectus. Where specified changes reflected in the Terms Communication, we will not without your consent sell any of the Securities to an account over which we have investment discretionsuch amended or supplemented preliminary prospectus or prospectus.

Registered Offerings. For In the case of an Offering of Securities registered under the Securities Act (a "Registered Offering"), we shall provide you with such number of copies of any prospectus subject to completion (a "preliminary prospectus"), the prospectus and any amendment or supplement to any of the foregoing as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. You shall familiarize yourself with the terms of the Securities and the other terms of the Offering reflected in any such preliminary prospectus, prospectus, amendment or supplement. You agree that in purchasing Securities in a Registered Offering you will provide rely upon no statements whatsoever, written or oral, other than the file number(s) of 2 statements in the Registration Statement (as defined below) filed with the Commission or, to the extent made available by the Company, send us or make available for our review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities of the final prospectus (excluding documents incorporated by reference therein) are made available delivered to you by the Company to be used in connection with the Offering of the Securities, us. You understand that you will furnish to us sufficient copies thereof not be authorized by the issuer or arrange to have such copies furnished to us. We understand that we are not authorized any seller other than the issuer, any guarantor or any insurer of Securities to give any information or to make any representation not contained in a preliminary prospectus or the Prospectus (including documents incorporated by reference therein)prospectus, as amended or supplemented, in connection with the OfferingOffering of such Securities. Our Final Acceptance will constitute (i) our acknowledgment You represent and warrant that we you are familiar with such Registration StatementSecurities Act Release No. 4968 and Rule 15c2-8 (or any successor release or provision) under the Exchange Act and any applicable foreign laws (and any applicable rules and regulations thereunder) and agree that you will deliver all preliminary prospectuses required for compliance therewith. You agree to make a record of your distribution of each preliminary prospectus and prospectus (including dates, as numbers of copies and persons to whom sent) and you shall, if requested by us, furnish a copy of an amended to the date of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any supplemented preliminary prospectus, final prospectus, prospectus or prospectus supplement filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we you have furnished a previous Prospectus as required by applicable regulation preliminary prospectus or as prospectus and, if also requested by you. We will maintain accurate records of our distribution of us, indicate to each such person the Registration Statement and the Prospectus. Where specified changes reflected in the Terms Communication, we will not without your consent sell any of the Securities to an account over which we have investment discretionsuch amended or supplemented preliminary prospectus or prospectus.

Registered Offerings. For In the case of an Offering of Securities registered under the Securities Act (a "Registered Offering"), we shall either provide you will provide in the Invitation with the file number(s) number of the Registration Statement (as defined below) registration statement filed with the Commission or, with respect to the extent made available by the Company, send us Securities or provide to you (or make available for our your review in your office our office) as soon as practicable a copy of such Registration Statement except for any registration statement and each amendment thereto (other than exhibits and any documents incorporated therein by reference). As soon as practicable after sufficient quantities You shall familiarize yourself with the terms of the final Securities and the other terms of the Offering reflected in the Invitation, such registration statement, any prospectus subject to completion included in such registration statement (excluding documents incorporated by reference therein) are made available a "preliminary prospectus"), any prospectus included in such registration statement or otherwise filed with the Commission, or any amendment or supplement to any of the foregoing. You understand that you will not be authorized by the Company to be used in connection with the Offering issuer or any seller, guarantor or insurer of the Securities, you will furnish to us sufficient copies thereof or arrange to have such copies furnished to us. We understand that we are not authorized Securities to give any information or to make any representation not contained in the Prospectus (including documents incorporated by reference therein)registration statement, a preliminary prospectus or the prospectus, as amended or supplemented, in connection with the OfferingOffering of such Securities. Our Final Acceptance will constitute (i) our acknowledgment that we are familiar with such Registration StatementYou authorize us, as amended to the date of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectivelyapproval of counsel for the Underwriters, the "Prospectus") and the forms of Underwriting Agreement and indenture to approve on your behalf any amendments or other document describing the terms of the Securities filed as exhibits thereto supplements to such registration statement, any such preliminary prospectus or otherwise made available to us, (ii) our such prospectus. Your Acceptance shall constitute your representation that the information relating to us be set forth in such Registration Statement registration statement, any such preliminary prospectus, such prospectus and Prospectus any such amendment or supplement is correct and not misleadingmisleading insofar as it relates to you. By your Acceptance you confirm that you have delivered and agree that you will deliver all preliminary prospectuses and prospectuses required for compliance with the provisions of Securities Act Release No. 4968 and Rule 15c2-8 (or any successor release or provision) under the Exchange Act and any applicable foreign laws (and any applicable rules and regulations thereunder). By your Acceptance you agree to make a record of your distribution of each preliminary prospectus and prospectus (including dates, (iiinumbers of copies and person to whom sent) our consent to be named as an Underwriter thereinand you shall, and (iv) our representation that we will if requested by the Representatives, furnish a Prospectus copy of an amended or supplemented preliminary prospectus or prospectus to each person to whom we sell Securities or to whom we you have furnished a previous Prospectus as required by applicable regulation preliminary prospectus or as prospectus and, if also requested by you. We will maintain accurate records of our distribution of the Registration Statement and Representatives, indicate to each such person the Prospectus. Where specified changes reflected in the Terms Communication, we will not without your consent sell any of the Securities to an account over which we have investment discretionsuch amended or supplemented preliminary prospectus or prospectus.

Registered Offerings. For an In the case of any Offering of Securities that are registered under the Securities 1933 Act ("“Registered Offering"”), we shall provide you will provide the file number(s) with such number of the Registration Statement (as defined below) filed with the Commission or, to the extent made available by the Company, send us or make available for our review in your office a copy of such Registration Statement except for any exhibits and documents incorporated therein by reference. As soon as practicable after sufficient quantities copies of the final prospectus relating thereto as you may reasonably request for the purposes contemplated by the 1933 Act and the Securities Exchange Act of 1934 (excluding documents incorporated by reference thereinthe “1934 Act”) and the applicable rules and regulations of the Securities and Exchange Commission thereunder. You represent and warrant that you are made available familiar with Rule 15c2-8 under the 1934 Act relating to the distribution of the final prospectus and agree that you will comply therewith. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or oral, other than the statements in the final prospectus delivered to you by the Company to be used in connection with the Offering of the Securities, you will furnish to us sufficient copies thereof or arrange to have such copies furnished to us. We understand that we are You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Prospectus (including documents incorporated by reference therein), as amended or supplemented, prospectus in connection with the Offeringsale of such Securities. Our Final Acceptance will constitute (i) our acknowledgment that we are familiar with such Registration Statement, as amended Offer and Sale to the date Public. With respect to any Offering of the Offering, including any exhibits or documents incorporated therein by reference (the "Registration Statement"), and with any preliminary prospectus, final prospectus, or prospectus supplement filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we furnished a previous Prospectus as required by applicable regulation or as requested by you. We will maintain accurate records of our distribution of the Registration Statement and the Prospectus. Where specified in the Terms CommunicationSecurities, we will not without your consent sell any inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance to dealers. The offering price, selling concession and reallowance (if any) to dealers at any time in effect with respect to an account over which we have Offering are hereinafter referred to, respectively, as the “Public Offering Price”, the “Concession” and the “Reallowance”. With respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 4 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If so notified by us, you may sell Securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the “Concession”. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to dealers who are actually engaged in the investment discretionbanking or securities business, who execute the written agreement prescribed by Rule 2740 of the Conduct Rules of the former National Association of Securities Dealers, Inc. (the “NASD”), now Financial Industry Regulatory Authority (the “FINRA”) and who are either members in good standing of the FINRA or foreign banks, dealers or institutions not eligible for membership in the FINRA who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, dealers and institutions set forth in Section 3(e) hereof.

Registered Offerings. For an Offering of Securities registered under the Securities Act ("“Registered Offering"”), you will provide the file number(s) of the Registration Statement (as defined below) filed with the Commission or, to the extent made available by the Company, send us or make available for our review in your office a copy of such the Registration Statement (as defined below) except for any exhibits and documents document incorporated therein by reference. As soon as practicable after sufficient quantities of the final prospectus (excluding documents incorporated by reference therein), prospectus supplement, if any, and the preliminary prospectus, if any, (collectively, the “Prospectus”) or any computational materials or term sheets are made available to you by the Company to be used in connection with the Offering of the Securities, you will furnish to us sufficient copies thereof or arrange to have such copies furnished to us. We understand that we are not authorized to give any information or make any representation not contained in the Prospectus (including documents incorporated by reference therein), as amended or supplemented, in connection with the Offering. Offering Our Final Acceptance will constitute (i) our acknowledgment that we are familiar with such Registration Statement, as amended to the date of the Offering, Offering (including any abbreviated registration statement to register additional Securities pursuant to Rule 462(b) under the Securities Act), together with exhibits or documents incorporated therein by reference (the "“Registration Statement"”), and with any preliminary prospectus, final prospectus, or prospectus supplement Prospectus filed with the Commission (collectively, the "Prospectus") and the forms of Underwriting Agreement and indenture or other document describing the terms of the Securities filed as exhibits thereto or otherwise made available to us, (ii) our representation that the information relating to us in such Registration Statement and Prospectus is correct and not misleading, (iii) our consent to be named as an Underwriter therein, and (iv) our representation that we will furnish a Prospectus to each person to whom we sell Securities or to whom we furnished a previous Prospectus as required by applicable law or regulation or as requested by you. We will maintain accurate records of our distribution of the Registration Statement and the Prospectus. Where specified If so stated in the Invitation or the Terms Communication, we will not without your consent sell any of the Securities to an account over which we have investment discretiondiscretion We will also comply with any other restrictions that may be set forth in the Invitation or the Terms Communication.