Common use of Free Writing Prospectuses Clause in Contracts

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, is listed on Schedule II and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes Exhibit 2 hereto (the an “Pricing Term SheetUnderwriter Free Writing Prospectus”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representative (which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under of the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under of the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representatives (which shall include the Pricing Term Sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, is listed on Schedule II hereto and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under of the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under of the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Underwriters (which shall include the Pricing Term Sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”)Schedule II hereto; any such free writing prospectus (which shall include the Pricing Term Sheetpricing term sheet discussed in Section 3(b) hereof), the use of which has been consented to by the Company and the Representatives, is listed on Schedule II III and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under of the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representatives (which shall include the Pricing Term Sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, is listed on Schedule II hereto and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes Debentures that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes Debentures that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Debentures (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes Exhibit 2 hereto (the an “Pricing Term SheetUnderwriter Free Writing Prospectus”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representative (which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contains only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes Exhibit 2 hereto (the an “Pricing Term SheetUnderwriter Free Writing Prospectus”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representative (which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the Exhibit 2 hereto (an “Underwriter Free Writing Prospectus”). Any “free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), ” the use of which has been consented to by the Company and the Representatives, Representative (which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under of the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representatives (which shall include the Pricing Term Sheet) is listed on Schedule II in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the RepresentativesUnderwriter, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each the Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the RepresentativesUnderwriter, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes Exhibit 2 hereto (the an “Pricing Term SheetUnderwriter Free Writing Prospectus”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Underwriter (which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a1) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under of the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under of the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representatives (which shall include the Pricing Term Sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under of the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Underwriters (which shall include the Pricing Term Sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under of the 1933 Act or one or more free writing #3000098v4 9 prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under of the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representatives (which shall include the Pricing Term Sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a1) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under of the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under of the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the #2995025v4 Company and the Representatives, Representatives (which shall include the Pricing Term Sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a1) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under of the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains #2853977v7 information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under of the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representatives (which shall include the Pricing Term Sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes Exhibit 2 hereto (the an “Pricing Term SheetUnderwriter Free Writing Prospectus”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representative (which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contains only preliminary or final terms of the Notes and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes Exhibit 2 hereto (the an “Pricing Term SheetUnderwriter Free Writing Prospectus”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representative (which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, represents severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representativesother Underwriter, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under of the 1933 Act relating to the Senior Notes (the “Pricing Term Sheet”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Underwriters (which shall include the Pricing Term Sheet) is listed on Schedule II in Exhibit 2 and herein called a “Permitted Free Writing Prospectus.”

Free Writing Prospectuses. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Senior Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus or a one or more free writing prospectus prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 under the 1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to contains information substantially the same as the information contained in the free writing prospectus, dated the date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Senior Notes Exhibit 2 hereto (the an “Pricing Term SheetUnderwriter Free Writing Prospectus”); any such free writing prospectus (which shall include the Pricing Term Sheet), the use of which has been consented to by the Company and the Representatives, Representatives (which shall include the pricing term sheet discussed in Section 6(b)) is listed on Schedule II in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”