Common use of Representations, Warranties and Agreements of the Underwriters Clause in Contracts

Representations, Warranties and Agreements of the Underwriters. Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that: (a) Such Underwriter has not made, and will not make (other than as permitted by Section 6(b) hereof), any offer relating to the Designated Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), without the prior consent of the Company and the Representatives; (b) Such Underwriter has not used, and will not use, any free writing prospectus that contains the final terms of the Designated Securities unless such terms have previously been included in a free writing prospectus filed with the Commission in accordance with Rule 433 under the Securities Act, without the prior consent of the Company and the Representatives; provided, however, that each of the Underwriters may use a term sheet relating to the Designated Securities containing customary information not inconsistent with the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof without the prior consent of the Company or the Representatives; and (c) Such Underwriter is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Designated Securities and will promptly notify the Company if any such proceeding against it with respect to any offering of the Designated Securities is initiated during such period in which, in the opinion of counsel for the Underwriters, a prospectus relating to the Designated Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sale of the Designated Securities by any Underwriter or any dealer.

Representations, Warranties and Agreements of the Underwriters. (a) Each Underwriter, on behalf of itself and each of its affiliates, severally and not jointly, represents and warrants to, and agrees with, the Company that it and each such affiliate have not offered, sold, purchased or delivered, and will not offer, sell, purchase or deliver, directly or indirectly, any of the Securities or distribute any offering material in relation thereto in any jurisdiction outside the United States except under circumstances that will, to the best of its or such affiliate’s knowledge, result in compliance with the applicable laws and regulations thereof. In the event that the offer or sale of the Securities by an Underwriter in a jurisdiction outside the United States requires any action on the part of the Company in or with respect to such jurisdiction, such Underwriter agrees with the Company that it will use its commercially reasonable efforts to assist the Company in complying with such requirements. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Company and each other Underwriter that: (a) Such Underwriter the Representatives that it has not made, and unless it obtains the prior written consent of the Company and the Representatives, it will not make (other than as permitted by Section 6(b) hereof)make, any offer relating to the Designated Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), without the prior consent of the Company and the Representatives; (b) Such Underwriter has not used, and will not use, any free writing prospectus that contains the final terms of the Designated Securities unless such terms have previously been included in a free writing prospectus required to be filed with the Commission in accordance with Rule 433 under the Securities Act, without the prior consent of the Company and the RepresentativesCommission; provided, however, that each of the Underwriters may use a term sheet relating to the Designated Securities containing customary information not inconsistent with the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof without the prior written consent of the Company or the Representatives; and (c) Such Underwriter is not subject shall be deemed to any pending proceeding under Section 8A of the Securities Act have been given with respect to the offering of the Designated Securities Issuer Free Writing Prospectuses identified on Schedule III hereto. The Company represents that it has treated or agrees that it will treat any such issuer free writing prospectus or free writing prospectus to which it so consents as an Issuer Free Writing Prospectus, and has complied and will promptly notify comply with the Company if any such proceeding against it requirements of Rule 433 applicable thereto, including with respect to any offering of timely filing with the Designated Securities is initiated during such period in whichCommission, in the opinion of counsel for the Underwriters, a prospectus relating to the Designated Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sale of the Designated Securities by any Underwriter or any dealerlegending and record-keeping.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter severally represents and warrants to, and agrees with, the Company and each other Underwriter thatCommonwealth as of the date of this Agreement as follows: (a) Such The Underwriter has been duly organized and validly exists under the laws of its jurisdiction of incorporation and has full corporate power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Underwriter and is a legal, valid and binding agreement of the Underwriter, enforceable against the Underwriter in accordance with its terms. (c) The Underwriter has made no statements in connection with the offering of the Guaranteed Securities regarding the Commonwealth or the Guarantee that are not authorized or permitted by Section 1 of this Agreement. (d) The Underwriter has not mademade or used and, and unless it obtains the prior consent of the Commonwealth, it will not make (other than as permitted by Section 6(b) hereof), or use any offer relating to the Designated Securities that would constitute a “free writing prospectus” written communication (as defined in Rule 405 under the Securities Act), without ) relating to the prior consent of the Company and the Representatives; (b) Such Underwriter has not used, and will not use, any Guarantee that would constitute a "free writing prospectus that contains prospectus" as defined in Rule 405 under the final terms of the Designated Securities unless such terms have previously been included in a free writing prospectus Act, required to be filed with the Commission in accordance with SEC under Rule 433 under the Securities Act, without the prior consent of the Company and the Representatives; provided, however, except that each of the Underwriters such Underwriter may use a preliminary term sheet relating and a final term sheet describing the terms of the Guaranteed Securities and referring to the Designated Securities containing customary information not inconsistent with the Final Term Sheet prepared and filed pursuant to Section 5(aGuarantee. (e) hereof without the prior consent The Underwriter has delivered or will deliver a copy of the Company or the Representatives; and (c) Such Underwriter is not subject Commonwealth Preliminary Prospectus to any pending proceeding under Section 8A each purchaser of the Guaranteed Securities Act with respect prior to the offering Time of the Designated Securities and will promptly notify the Company if any Sale of such proceeding against it with respect to any offering of the Designated Securities is initiated during such period in which, in the opinion of counsel for the Underwriters, a prospectus relating to the Designated Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sale of the Designated Securities by any Underwriter or any dealerGuaranteed Securities.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter represents and hereby severally represents, warrants to, and agrees with, the Company and each other Underwriter that: (a) Such Underwriter It has not made, and will not make (other than as permitted by Section 6(b) hereof), any offer relating to the Designated Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), without the prior consent of the Company and the Representatives; (b) Such Underwriter has not used, and will not use, authorize use of, refer to, or participate in the planning for use of, any free writing prospectus Free Writing Prospectus other than (i) a Free Writing Prospectus that is not required under the Securities Act to be filed, (ii) any Issuer Free Writing Prospectus listed on Schedule II to the Terms Agreement or prepared pursuant to Section 4(d) hereto or (iii) any Free Writing Prospectus prepared by such Underwriter and approved by the Company in advance in writing. (b) Unless otherwise specified in the Terms Agreement, it has not and will not, without the prior written consent of the Company, use any Free Writing Prospectus that contains the final terms of the Designated Securities unless such terms have previously been included in a free writing prospectus Free Writing Prospectus filed with the Commission in accordance with Rule 433 under the Securities Act, without the prior consent of the Company and the RepresentativesCommission; provided, however, that each of the Underwriters it may use a term sheet relating to substantially in the Designated Securities containing customary information not inconsistent with form of the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof without the prior consent of the Company or the Representatives; andCompany. (c) Such Underwriter It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Designated Securities (and will promptly notify the Company if any such proceeding against it with respect to any offering of the Designated Securities is initiated during such the period in which, in the opinion of counsel for the Underwriters, which a prospectus relating to the Designated Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act). (d) Unless otherwise specified in the Terms Agreement, it has not offered or sold and will not offer or sell the Securities publicly (as defined for purposes of the securities laws of Brazil) in connection with sale Brazil. (e) Unless otherwise specified in the Terms Agreement, in relation to each Member State of the Designated European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Securities which are the subject of the offering contemplated by the Registration Statement, the Disclosure Package and the Final Prospectus to the public in that Relevant Member State other than: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Underwriters; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall require the Issuer or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any Underwriter means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any dealermeasure implementing the Prospectus Directive in that Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter represents and hereby severally represents, warrants to, and agrees with, the Company and each other Underwriter that: (a) Such Underwriter It has not made, and will not make (other than as permitted by Section 6(b) hereof), any offer relating to the Designated Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), without the prior consent of the Company and the Representatives; (b) Such Underwriter has not used, and will not use, authorize use of, refer to, or participate in the planning for use of, any free writing prospectus Free Writing Prospectus other than (i) a Free Writing Prospectus that is not required under the Securities Act to be filed, (ii) any Issuer Free Writing Prospectus listed on Schedule II to the Terms Agreement or prepared pursuant to Section 4(d) hereto or (iii) any Free Writing Prospectus prepared by such Underwriter and approved by the Company in advance in writing. (b) Unless otherwise specified in the Terms Agreement, it has not and will not, without the prior written consent of the Company, use any Free Writing Prospectus that contains the final terms of the Designated Securities unless such terms have previously been included in a free writing prospectus Free Writing Prospectus filed with the Commission in accordance with Rule 433 under the Securities Act, without the prior consent of the Company and the RepresentativesCommission; provided, however, that each of the Underwriters it may use a term sheet relating to substantially in the Designated Securities containing customary information not inconsistent with form of the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof without the prior consent of the Company or the Representatives; andCompany. (c) Such Underwriter It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Designated Securities (and will promptly notify the Company if any such proceeding against it with respect to any offering of the Designated Securities is initiated during such the period in which, in the opinion of counsel for the Underwriters, which a prospectus relating to the Designated Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act). (d) Unless otherwise specified in the Terms Agreement, it has not offered or sold and will not offer or sell the Securities publicly (as defined for purposes of the securities laws of Brazil) in connection with sale Brazil. (e) Unless otherwise specified in the Terms Agreement, in relation to each Member State of the Designated European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive (as defined below) is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Securities to the public in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 2(e), the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any Underwriter means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any dealermeasure implementing the Prospectus Directive in that Member State, and references to the “Prospectus Directive” means Directive 2003/71/EC of the European Parliament and of the Council of the European Union of November 4, 2003, and includes any relevant implementing measure in each Relevant Member State.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that: (a) Such Underwriter has not made, and will not make (other than as permitted by Section 6(b) hereof), any offer relating to the Designated Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), without the prior consent of the Company and the Representatives;Representatives; (b) Such Underwriter has not used, and will not use, any free writing prospectus that contains the final terms of the Designated Securities unless such terms have previously been included in a free writing prospectus filed with the Commission in accordance with Rule 433 under the Securities Act, without the prior consent of the Company and the Representatives; Representatives; provided, however, that each of the Underwriters may use a term sheet relating to the Designated Securities containing customary information not inconsistent with the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof without the prior consent of the Company or the Representatives; Representatives; and (c) Such Underwriter is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Designated Securities and will promptly notify the Company if any such proceeding against it with respect to any offering of the Designated Securities is initiated during such period in which, in the opinion of counsel for the Underwriters, a prospectus relating to the Designated Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sale of the Designated Securities by any Underwriter or any dealer.