Common use of Issuer Free Writing Prospectuses Clause in Contracts

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Each of the Company and the Manager represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company Company, the Manager and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company Company, the Manager and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Each of the Company and the Manager represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representative or by the Company and the Representatives Representative, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company Partnership represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company Partnership and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company Partnership and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees the Guarantor each represent and agree that, unless it obtains they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company Company, the Guarantor and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and the Guarantor each represent that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply in all material respects with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representative or by the Company and the Representatives Representative, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesCredit Suisse, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCredit Suisse, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Credit Suisse is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents the Underwriters represent and agrees agree that, unless it obtains they obtain the prior consent of the Company and the RepresentativesUnderwriters, it has they have not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus prospectus, including any customary term sheets, consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesUnderwriters, and each Underwriter represents the Underwriters represent and agrees agree that, unless it obtains they obtain the prior consent of the Company and the RepresentativesUnderwriters, it has they have not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in require the Company to file any material pursuant to Rule 405433 under the 1933 Act, required other than the Final Term Sheet prepared and filed pursuant to be filed with the CommissionSection 3(a) hereto. Any such free writing prospectus consented to by the Company and or the Representatives Representatives, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectusIssuer Free Writing Prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” ”, as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed by the Company with the CommissionCommission under Rule 433. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed by the Company with the CommissionCommission under Rule 433. Any such free writing prospectus consented to by the Representative or by the Company and the Representatives Representative, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” , as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives in writing is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Notes that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesXxxxxx Xxxxxxx, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees the Guarantors jointly and severally represent and agree that, unless it the Company obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and the Guarantors jointly and severally represent that it has they have treated or agrees and agree that it they will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has have complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Notes that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the 1933 Act Regulations, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives in writing is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 3(l) shall restrict the Company from making any filings required under the 1934 Act or the 1934 Act Regulations.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Public Securities that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433433 of the Regulations, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405405 of the Regulations, required to be filed with the Commission. Any such free writing prospectus consented to by the Representative or by the Company and the Representatives Representative, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus"PERMITTED FREE WRITING PROSPECTUS.” " The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433433 of the Regulations, and has complied and will comply with the requirements of Rule 433 of the Regulations applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission Commission, where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed by the Company with the CommissionCommission under Rule 433. Any such free writing prospectus consented to by the Representative or by the Company and the Representatives Representative, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesUnderwriter, and each the Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433433 of the 1933 Act Regulations, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the 1933 Act Regulations, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the 1933 Act Regulations, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives in writing is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesUnderwriter, and each the Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Issuer Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Issuer Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Issuer Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case my be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and Representatives or by the Representatives Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees the Guarantor jointly and severally represent and agree that, unless it the Company obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and the Guarantor jointly and severally represent that it has they have treated or agrees and agree that it they will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has have complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. (i) The Company represents and agrees that, unless it obtained or obtains the prior consent of the RepresentativesThinkEquity Partners, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesLLC, it has not made and will not make any offer relating to the Securities Shares that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by ThinkEquity Partners, LLC or by the Company and Company, as the Representatives case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including (A) timely filing with the Commission where when required, legending (B) inclusion of legends, and (C) record keepingretention.

Issuer Free Writing Prospectuses. The Company represents Offerors represent and agrees agree that, unless it obtains they obtain the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesOfferors, it has not made and will not make any offer relating to the Trust Preferred Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company Offerors and the Representatives Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Each Offeror represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, 433 and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company and represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectusIssuer Free Writing Prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Underwriters or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees Selling Stockholders represent and agree that, unless it obtains they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Issuer Free Writing Prospectuses. The Company Issuers represent and agree that, unless they obtain the prior consent of the Representative, and each Agent represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesIssuers, it has not made and will not make any offer relating to the Securities Notes that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company Issuers and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents Issuers represent that it has they have treated or agrees agree that it they will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Each of the Company represents and each Selling Stockholder agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405or a portion thereof, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and with the Commission or retained by the Company under Rule 433; provided that the Representatives is hereinafter referred will be deemed to as a “Permitted have consented to the Issuer Free Writing Prospectus.Prospectuses listed on Schedule C-2 hereto and any “road show that is a written communication” The within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. Each of the Company represents and each Selling Stockholder represents, severally and not jointly, that it has treated or agrees that it will treat each Permitted Free Writing Prospectus such free writing prospectus consented to, or deemed consented to, by the Representatives as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 applicable to any Permitted Free Writing Prospectuswith respect thereto, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission, whether or not required to be filed with the Commission. Any such free writing prospectus consented to by the Representative or by the Company and the Representatives Representative, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission or retained by the Company under Rule 433. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is are hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of both the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. (a) The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesUnderwriters, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Underwritten Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to in writing by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Each of the Company and each Guarantor represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Each of the Company and each Guarantor represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesUnderwriters, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesXxxxxxx Xxxxx, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesXxxxxxx Xxxxx, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representative or by the Company and Xxxxxxx Xxxxx, as the Representatives case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees Selling Stockholders represent and agree that, unless it obtains they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping. The Company represents that is has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Issuer Free Writing Prospectuses. The Company Partnership represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company Partnership and the Representatives, it has not made and will not make any offer relating to the Securities Units that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Partnership is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus included on Schedule B or consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433433 of the 1933 Act Regulations, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the 1933 Act Regulations, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesLead Underwriter, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesLead Underwriter, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Lead Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities Offered Shares that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus"PERMITTED FREE WRITING PROSPECTUS.” " The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission Commission, where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectusIssuer Free Writing Prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Underwriters or by the Company and the Representatives Representative, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter Agent represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities Notes that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesUnderwriter, and each the Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representative or by the Company and the Representatives Representative, as the case my be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCredit Suisse, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is are hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Except as disclosed on Schedule D, the Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees the Selling Stockholder represent and agree that, unless it obtains they obtain the prior consent of the RepresentativesUnderwriters, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representativesother Underwriter, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is Underwriters are hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping, as applicable.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the 1933 Act Regulations, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative in writing is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesPlacement Agent, and each Underwriter the Placement Agent represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” Issuer Free Writing Prospectus (as defined in Rule 433), or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Issuer Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Issuer Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Issuer Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees the Selling Stockholder represent and agree that, unless it obtains they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is are hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” ”, as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesLead Manager, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesLead Manager, it has not made and will not make any offer relating to the Securities Shares that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Lead Manager is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company and the Underwriters hereby acknowledge that the Issuer General Use Free Writing Prospectus (as set out in Schedule K) is a Permitted Free Writing Prospectus for the purposes of this agreement.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesLead Underwriter, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesLead Underwriter, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Lead Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Each of the Company and the Manager represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company Company, the Manager and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company Company, the Manager and the Representatives is hereinafter referred to as a “"Permitted Free Writing Prospectus.” The " Each of the Company and the Manager represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” The " Each of the Company and each Selling Shareholder represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesInternational Underwriters, and each International Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping. The Company represents that is has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of both the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities Offered Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company Issuer represents and agrees that, unless it obtains the prior consent of the RepresentativesDistributor, and each Underwriter the Distributor represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesIssuer, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company Issuer and the Representatives Distributor is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Issuer represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus”, or that would otherwise constitute a “free writing prospectus,” ”, as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representative or by the Company and the Representatives Representative, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The prior written consent of the Company and the Representatives shall be deemed to have been given in respect of the free writing prospectuses, if any, specified in Schedule D hereto, each of which shall therefore be considered a Permitted Free Writing Prospectus. The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company Partnership represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company Partnership and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company Partnership and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. (a) The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” ”, as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees Selling Stockholders represent and agree that, unless it obtains they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives Credit Suisse is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” ”, as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” ”, as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and Representatives or by the Representatives Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter the Representative represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and Representative or by the Representatives Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees Selling Stockholders represent and agree that, unless it obtains they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives Representatives, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCredit Suisse, it has not made and will not make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is are hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents that it has treated or and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing with the Commission where required, legending and record keeping.