Common use of Registered Offerings Clause in Contracts

Registered Offerings. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), the following terms should have the following meaning. The term “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering. The term “Prospectus” means the prospectus, together with the final prospectus supplement, if any, relating to the Offering filed or to be filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by the issuer in connection with the Offering of the Securities that has been filed with the Securities and Exchange Commission (the “Commission”) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you by LFS. “Time of Sale Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, relating to the Offering of Securities. In connection with any Registered Offering, we shall provide you with, or otherwise make available (electronically or by other means), such number of copies of the Time of Sale Information and of the Prospectus (other than in each case information incorporated by reference therein) as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable rules and regulations of the Commission thereunder. You represent and warrant that you are familiar with Rule 173 under the Securities Act and agree that you will comply therewith. You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the Securities, (including without limitation any free writing prospectus and any information furnished by any issuer of the Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus) other than (a) any Preliminary Prospectus or Prospectus; (b) any Permitted Free Writing Prospectus; or (c) any communications that comply with Rule 134 or Rule 135 of the Securities Act. You represent that the Time of Sale Information has been conveyed to each person to whom you sell or deliver Securities prior to entering into a contract of sale with such person. You agree to make a record of your distribution of the Time of Sale Information related to each Offering. When furnished with copies of any revised Preliminary Prospectus or Permitted Free Writing Prospectus or a new Permitted Free Writing Prospectus revising or supplementing the terms of the Preliminary Prospectus or a previous Permitted Free Writing Prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus or Permitted Free Writing Prospectus prior to entering into any contract of sale with such person. You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Time of Sale Information in connection with the sale of such Securities.

Registered Offerings. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), the following terms should shall have the following meaningmeanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering. The term “Prospectus” means the prospectus, together with the final prospectus supplement, if any, relating to the Offering filed or to be filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by us and the issuer in connection with the Offering of the Securities that has been or will be filed with the Securities and Exchange Commission (the “Commission”as defined) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you for use by LFSIncapital LLC. “Time of Sale Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to you relating to the Offering of Securities. In connection with any Registered Offering, we shall will provide to you with, or otherwise make available (electronically or by other means), such number of copies of the Time of Sale Additional Information and of the Prospectus (other than than, in each case case, information incorporated by reference therein) as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) ), and the applicable rules and regulations of the Securities and Exchange Commission thereunder. You represent (the “Commission) thereunder and warrant that will make available to you such number of copies of the Prospectus as you may reasonably request as soon as practicable after sufficient copies are familiar with Rule 173 under made available to us by the Securities Act and agree that you will comply therewithissuer of the Securities. You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as such term is defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the SecuritiesSecurities (including, (including without limitation limitation, any free writing prospectus and any information furnished by us and any issuer of the Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus) ), other than (a) any Preliminary Prospectus or Prospectus; Prospectus or (b) any Permitted Free Writing Prospectus; or (c) any communications that comply with Rule 134 or Rule 135 of the Securities Act. You represent and warrant that you are familiar with the Time rules relating to the distribution of Sale Information has been conveyed a Preliminary Prospectus and agree that you will comply therewith. You represent and warrant that you are familiar with Rule 173 under the Securities Act relating to each person to whom you sell or deliver Securities prior to entering into a contract of sale with such personelectronic delivery. You agree to make a record of your distribution of the Time of Sale Information related to each Offering. When Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus or Permitted Free Writing Prospectus or a new Permitted Free Writing Prospectus revising or supplementing the terms of the Preliminary Prospectus or a previous Permitted Free Writing Prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or oral, other than the statements in the Preliminary Prospectus or Permitted Free Writing final Prospectus prior delivered to entering into any contract of sale with such personyou by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Time of Sale Information prospectus in connection with the sale of such Securities. You agree that you have not relied, and will not rely, upon advice from us regarding the suitability of any Securities as an investment for you or your clients. You acknowledge and agree that it is your sole responsibility to ensure that, prior to any distribution, the Securities are suitable for your clients, it is lawful for your clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. You agree not to market the Securities in any manner which is inconsistent with or not on the basis of the materials furnished to you for use in the distribution and you agree not to use marketing materials other than those that have been approved for use.

Registered Offerings. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), the following terms should have the following meaning. The term “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering. The term “Prospectus” means the prospectus, together with the final prospectus supplement, if any, relating to the Offering filed or to be filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by the issuer in connection with the Offering of the Securities that has been filed with the Securities and Exchange Commission (the “Commission”) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you by LFS. “Time of Sale Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, relating to the Offering of Securities. In connection with any Registered Offering, we Purchasing Agent shall provide you with, or otherwise make available (electronically or by other means), each Selected Dealer with such number of copies of each preliminary prospectus, of the Time documents contained in the Disclosure Package (as defined in the Selling Agent Agreement entered into among Prudential Financial, Inc., Banc of Sale Information America Securities LLC and certain other Agents named therein on March 16, 2006 (the “Selling Agent Agreement”)) and of the Prospectus (other than in each case information incorporated by reference therein) final prospectus relating thereto as you it may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) ), and the applicable rules and regulations of the Securities and Exchange Commission thereunder. You represent Each Selected Dealer represents and warrant warrants that you are it is familiar with Rule 173 15c2-8 under the Securities Exchange Act relating to the distribution of preliminary and agree that you will final prospectuses and agrees to comply therewith. You agree Each Selected Dealer agrees to make a record of its distribution of each preliminary prospectus and, when furnished with copies of any revised preliminary prospectus, will, upon the request of the Purchasing Agent, promptly forward copies thereof to each person to whom it has theretofore distributed a preliminary prospectus. Each Selected Dealer agrees that you in purchasing Securities in a Registered Offering it will not userely upon no statement whatsoever, authorize use ofwritten or oral, refer to, or participate other than the statements in the planning for Disclosure Package relating to such Securities or in the final prospectus delivered to it by the Purchasing Agent. The Selected Dealers may prepare and use of one or more preliminary or final term sheets relating to the Securities; provided, however, that no Selected Dealer may make any written communication offer relating to the Securities that constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) concerning or a portion thereof required to be filed by the Offering, any issuer of the Securities, (including without limitation any free writing prospectus and any information furnished by any issuer of with the Securities but not incorporated and Exchange Commission or retained by reference into the Preliminary Prospectus or Prospectus) other than (a) any Preliminary Prospectus or Prospectus; (b) any Permitted Free Writing Prospectus; or (c) any communications that comply with issuer under Rule 134 or Rule 135 of 433 under the Securities Act, other than the information contained in the Final Term Sheet (as defined in the Selling Agent Agreement). You represent that the Time of Sale Information has been conveyed to each person to whom you sell or deliver Securities prior to entering into a contract of sale with such person. You agree to make a record of your distribution of the Time of Sale Information related to each Offering. When furnished with copies of any revised Preliminary Prospectus or Permitted Free Writing Prospectus or a new Permitted Free Writing Prospectus revising or supplementing the terms of the Preliminary Prospectus or a previous Permitted Free Writing Prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus or Permitted Free Writing Prospectus prior to entering into any contract of sale with such person. You The Selected Dealers will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter Underwriter, to give any information or to make any representation not contained in the Time of Sale Information Disclosure Package relating to such securities or in the prospectus in connection with the sale of such Securities.

Registered Offerings. In the case of any Offering of Securities that are registered under the Securities Act (“"Registered Offering”"), the following terms should have the following meaning. The term “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering. The term “Prospectus” means the prospectus, together with the final prospectus supplement, if any, relating to the Offering filed or to be filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by the issuer of the relevant Securities in connection with the Offering of the Securities that has been filed with the Securities and & Exchange Commission (the “Commission”) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you by LFSRBSSI. “Time of Sale Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, relating to the Offering of Securities. In connection with any Registered Offering, we shall provide you with, or otherwise make available (electronically or by other means), such number of copies of the Time of Sale Information and of the Prospectus (other than in each case information incorporated by reference therein) as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable rules and regulations of the Commission thereunder. You represent and warrant that you are familiar with Rule 173 under the Securities Act and agree that you will comply therewith. You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the Securities, (including without limitation any free writing prospectus and any information furnished by any issuer of the Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus) other than than: (a) any Preliminary Prospectus or Prospectus; (b) any Permitted Free Writing Prospectus; or (c) any communications that comply with Rule 134 or Rule 135 of the Securities Act. You represent that the Time of Sale Information has been conveyed to each person to whom you sell or deliver Securities prior to entering into a contract of sale with such person. You agree to make a record of your distribution of the Time of Sale Information related to each Offering. When furnished with copies of any revised Preliminary Prospectus or Permitted Free Writing Prospectus or a new Permitted Free Writing Prospectus revising or supplementing the terms of the Preliminary Prospectus or a previous Permitted Free Writing Prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus or Permitted Free Writing Prospectus prior to entering into any contract of sale with such person. You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Time of Sale Information in connection with the sale of such Securities.

Registered Offerings. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), the following terms should shall have the following meaningmeanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering. The term “Prospectus” means the prospectus, together with the final prospectus supplement, if any, relating to the Offering filed or to be filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by the Purchasing Agent and the issuer in connection with the Offering of the Securities that has been or will be filed with the Securities and Exchange Commission (the “Commission”as defined) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you each Selected Dealer for use by LFSthe Purchasing Agent. “Time of Sale Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to each Selected Dealer relating to the Offering of Securities. In connection with any Registered Offering, we shall the Purchasing Agent will provide you with, or otherwise make available (electronically or by other means), such number of to each Selected Dealer electronic copies of the Time of Sale Additional Information and of the Prospectus (other than than, in each case case, information incorporated by reference therein) as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) and the applicable rules and regulations of the Securities and Exchange Commission thereunder(the “Commission) thereunder and will make available to each Selected Dealer such number of copies of the Prospectus as it may reasonably request as soon as practicable after sufficient copies are made available to the Purchasing Agent by the issuer of the Securities. You represent and warrant Each Selected Dealer agrees that you are familiar with Rule 173 under the Securities Act and agree that you will comply therewith. You agree that you it will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as such term is defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the SecuritiesSecurities (including, (including without limitation limitation, any free writing prospectus and any information furnished by the Purchasing Agent and any issuer of the Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus) ), other than (a) any Preliminary Prospectus or Prospectus; Prospectus or (b) any Permitted Free Writing Prospectus; or (c) any communications . Each Selected Dealer represents and warrants that it is familiar with the rules relating to the distribution of a Preliminary Prospectus and agrees that it will comply therewith. Each Selected Dealer represents and warrants that it is familiar with Rule 134 or Rule 135 of 173 under the Securities ActAct relating to electronic delivery. You represent that the Time of Sale Information has been conveyed to each person to whom you sell or deliver Securities prior to entering into a contract of sale with such person. You agree Each Selected Dealer agrees to make a record of your its distribution of the Time of Sale Information related to each Offering. When Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus or Permitted Free Writing Prospectus or a new Permitted Free Writing Prospectus revising or supplementing the terms of the Preliminary Prospectus or a previous Permitted Free Writing Prospectus, you will, upon our requestthe request of the Purchasing Agent, promptly forward copies thereof to each person to whom you have it has theretofore distributed a Preliminary Prospectus. Each Selected Dealer agrees that in purchasing Securities in a Registered Offering it will rely upon no statement whatsoever, written or oral, other than the statements in the Preliminary Prospectus or Permitted Free Writing final Prospectus prior delivered to entering into any contract of sale with such personit by the Purchasing Agent. You The Selected Dealers will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Time of Sale Information prospectus in connection with the sale of such Securities. Each Selected Dealer agrees that it has not relied, and will not rely, upon advice from the Purchasing Agent regarding the suitability of any Securities as an investment for itself or its clients. Each Selected Dealer acknowledges and agrees that it is its sole responsibility to ensure that, prior to any distribution, the Securities are suitable for its clients, it is lawful for its clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. Each Selected Dealer agrees not to market the Securities in any manner which is inconsistent with or not on the basis of the materials furnished to it for use in the distribution and agrees not to use marketing materials other than those that have been approved for use.

Registered Offerings. In the case of any Offering of Securities that are is registered under the Securities Act (“Registered Offering”), the following terms should shall have the following meaningmeanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering. The term “Prospectus” means the prospectus, together with the final prospectus supplement, if any, relating to the Offering filed or to be filed under Rule 424 of under the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by us and the issuer in connection with the Offering of the Securities that has been or will be filed with the Securities and Exchange Commission (the “Commission”as defined) in accordance with Rule 433(d) of under the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) under the Securities Act and (c) is furnished to you for use by LFSIncapital LLC. “Time of Sale Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to you relating to the Offering of Securities. In connection with any Registered Offering, we shall will provide to you with, or otherwise make available (electronically or by other means), such number of copies of the Time of Sale Additional Information and of the Prospectus (other than than, in each case case, information incorporated by reference therein) as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) ), and the applicable rules and regulations of the Securities and Exchange Commission thereunder. You represent (the NY2-736121 “Commission”) thereunder and warrant that will make available to you such number of copies of the Prospectus as you may reasonably request as soon as practicable after sufficient copies are familiar with Rule 173 under made available to us by the Securities Act and agree that you will comply therewithissuer of the Securities. You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as such term is defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the SecuritiesSecurities (including, (including without limitation limitation, any free writing prospectus and any information furnished by us and any issuer of the Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus) ), other than (a) any Preliminary Prospectus or Prospectus; Prospectus or (b) any Permitted Free Writing Prospectus; or (c) any communications that comply with Rule 134 or Rule 135 of the Securities Act. You represent and warrant that you are familiar with the Time rules relating to the distribution of Sale Information has been conveyed a Preliminary Prospectus and agree that you will comply therewith. You represent and warrant that you are familiar with Rule 173 under the Securities Act relating to each person to whom you sell or deliver Securities prior to entering into a contract of sale with such personelectronic delivery. You agree to make a record of your distribution of the Time of Sale Information related to each Offering. When Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus or Permitted Free Writing Prospectus or a new Permitted Free Writing Prospectus revising or supplementing the terms of the Preliminary Prospectus or a previous Permitted Free Writing Prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or oral, other than the statements in the Preliminary Prospectus or Permitted Free Writing final Prospectus prior delivered to entering into any contract of sale with such personyou by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Time of Sale Information prospectus in connection with the sale of such Securities. You agree that you have not relied, and will not rely, upon advice from us regarding the suitability of any Securities as an investment for you or your clients. You acknowledge and agree that it is your sole responsibility to ensure that, prior to any distribution, the Securities are suitable for your clients, it is lawful for your clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. You agree not to market the Securities in any manner which is inconsistent with or not on the basis of the materials furnished to you for use in the distribution and you agree not to use marketing materials other than those that have been approved for use.

Registered Offerings. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), the following terms should shall have the following meaningmeanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering. The term “Prospectus” means the prospectus, together with the final prospectus supplement, if any, relating to the Offering filed or to be filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by us and the issuer in connection with the Offering of the Securities that has been or will be filed with the Securities and Exchange Commission (the “Commission”as defined below) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (c) is furnished to you for use by LFSIncapital LLC. “Time of Sale Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to you relating to the Offering of Securities. In connection with any Registered Offering, we shall will provide to you with, or otherwise make available (electronically or by other means), such number of copies of the Time of Sale Additional Information and of the Prospectus (other than than, in each case case, information incorporated by reference therein) as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) and the applicable rules and regulations of the Securities and Exchange Commission thereunder. You represent (the “Commission”) thereunder and warrant that will make available to you such number of copies of the Prospectus as you may reasonably request as soon as practicable after sufficient copies are familiar with Rule 173 under made available to us by the Securities Act and agree that you will comply therewith. issuer of the Securities, You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as such term is defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the SecuritiesSecurities (including, (including without limitation limitation, any free writing prospectus and any information furnished by us and any issuer of the Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus) ), other than (a) any Preliminary Prospectus or Prospectus; Prospectus or (b) any Permitted Free Writing Prospectus; or (c) any communications that comply with Rule 134 or Rule 135 of the Securities Act. You represent and warrant that you are familiar with the Time rules relating to the distribution of Sale Information has been conveyed a Preliminary Prospectus and agree that you will comply therewith. You represent and warrant that you are familiar with Rule 173 under the Securities Act relating to each person to whom you sell or deliver Securities prior to entering into a contract of sale with such personelectronic delivery. You agree to make a record of your distribution of the Time of Sale Information related to each Offering. When Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus or Permitted Free Writing Prospectus or a new Permitted Free Writing Prospectus revising or supplementing the terms of the Preliminary Prospectus or a previous Permitted Free Writing Prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or oral, other than the statements in the Preliminary Prospectus or Permitted Free Writing final Prospectus prior delivered to entering into any contract of sale with such personyou by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Time of Sale Information prospectus in connection with the sale of such Securities. You agree that you have not relied, and will not rely, upon advice from us regarding the suitability of any Securities as an investment for you or your clients. You acknowledge and agree that it is your sole responsibility to ensure that, prior to any distribution, the Securities are suitable for your clients, it is lawful for your clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. You agree not to market the Securities in any manner which is inconsistent with or not on the basis of the materials furnished to you for use in the distribution and you agree not to use marketing materials other than those that have been approved for use.

Registered Offerings. In the case of any Offering of Securities that are is registered under the Securities Act (“Registered Offering”), the following terms should shall have the following meaningmeanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering. The term “Prospectus” means the prospectus, together with the final prospectus supplement, if any, relating to the Offering filed or to be filed under Rule 424 of under the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by us and the issuer in connection with the Offering of the Securities that has been or will be filed with the Securities and Exchange Commission (the “CommissionSEC”) in accordance with Rule 433(d) of under the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (a) does not reflect the final terms, (b) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) under the Securities Act and (c) is furnished to you for use by LFSInspereX LLC. “Time of Sale Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to you relating to the Offering of Securities. In connection with any Registered Offering, we shall will provide to you with, or otherwise make available (electronically or by other means), such number of copies of the Time of Sale Additional Information and of the Prospectus (other than than, in each case case, information incorporated by reference therein) as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) , and the applicable rules and regulations of the Commission thereunder. You represent SEC thereunder and warrant that will make available to you such number of copies of the Prospectus as you may reasonably request as soon as practicable after sufficient copies are familiar with Rule 173 under made available to us by the Securities Act and agree that you will comply therewithissuer of the Securities. You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as such term is defined in Rule 405 under the Securities Act) concerning the Offering, any issuer of the SecuritiesSecurities (including, (including without limitation limitation, any free writing prospectus and any information furnished by us and any issuer of the Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus) ), other than (a) any Preliminary Prospectus or Prospectus; Prospectus or (b) any Permitted Free Writing Prospectus; or (c) any communications that comply with Rule 134 or Rule 135 of the Securities Act. You represent and warrant that you are familiar with the Time rules relating to the distribution of Sale Information has been conveyed a Preliminary Prospectus and agree that you will comply therewith. You represent and warrant that you are familiar with Rule 173 under the Securities Act relating to each person to whom you sell or deliver Securities prior to entering into a contract of sale with such personelectronic delivery. You agree to make a record of your distribution of the Time of Sale Information related to each Offering. When Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus or Permitted Free Writing Prospectus or a new Permitted Free Writing Prospectus revising or supplementing the terms of the Preliminary Prospectus or a previous Permitted Free Writing Prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or oral, other than the statements in the Preliminary Prospectus or Permitted Free Writing final Prospectus prior delivered to entering into any contract of sale with such personyou by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Time of Sale Information prospectus in connection with the sale of such Securities. You agree that you have not relied, and will not rely, upon advice from us regarding the suitability of any Securities as an investment for you or your clients. You acknowledge and agree that it is your sole responsibility to ensure that, prior to any distribution, the Securities are suitable for your clients, it is lawful for your clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. You agree not to market the Securities in any manner which is inconsistent with or not on the basis of the materials furnished to you for use in the distribution and you agree not to use marketing materials other than those that have been approved for use.

Registered Offerings. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), the following terms should shall have the following meaningmeanings. The term “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering. The term “Prospectus” means the prospectus, together with the final prospectus supplement, if any, relating to the Offering filed or to be filed under Rule 424 of the Securities Act. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the term “Permitted Free Writing Prospectus” means (i) a free writing prospectus authorized for use by us and the issuer in connection with the Offering of the Securities that has been or will be filed with the Securities and Exchange Commission (the “Commission”as defined) in accordance with Rule 433(d) of the Securities Act or (ii) a free writing prospectus containing solely a description of terms of the Securities that (aA) does not reflect the final terms, (bB) is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) and (cC) is furnished to you for use by LFSIncapital LLC. “Time of Sale Additional Information” means the Preliminary Prospectus together with each Permitted Free Writing Prospectus, if any, delivered to you relating to the Offering of Securities. In connection with any Registered Offering, we shall will provide to you with, or otherwise make available (electronically or by other means), such number of copies of the Time of Sale Additional Information and of the Prospectus (other than than, in each case case, information incorporated by reference therein) as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) ), and the applicable rules and regulations of the Securities and Exchange Commission thereunder. You represent (the “Commission) thereunder and warrant that will make available to you such number of copies of the Prospectus as you may reasonably request as soon as practicable after sufficient copies are familiar with Rule 173 under made available to us by the Securities Act and agree that you will comply therewithissuer of the Securities. You agree that you will not use, authorize use of, refer to, or participate in the planning for use of any written communication (as such term is defined in Rule 405 under the Securities Act) concerning the Offering, Offering or any issuer of the SecuritiesSecurities (including, (including without limitation limitation, any free writing prospectus and any information furnished by us and any issuer of the Securities but not incorporated by reference into the Preliminary Prospectus or Prospectus) ), other than (ai) any Preliminary Prospectus or Prospectus; Prospectus or (bii) any Permitted Free Writing Prospectus; or (c) any communications that comply with Rule 134 or Rule 135 of the Securities Act. You represent and warrant that you are familiar with the Time rules relating to the distribution of Sale Information has been conveyed a Preliminary Prospectus and agree that you will comply therewith. You represent and warrant that you are familiar with Rule 173 under the Securities Act relating to each person to whom you sell or deliver Securities prior to entering into a contract of sale with such personelectronic delivery. You agree to make a record of your distribution of the Time of Sale Information related to each Offering. When Preliminary Prospectus and, when furnished with copies of any revised Preliminary Prospectus or Permitted Free Writing Prospectus or a new Permitted Free Writing Prospectus revising or supplementing the terms of the Preliminary Prospectus or a previous Permitted Free Writing Prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a Preliminary Prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or oral, other than the statements in the Preliminary Prospectus or Permitted Free Writing final Prospectus prior delivered to entering into any contract of sale with such personyou by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the Time of Sale Information prospectus in connection with the sale of such Securities. You agree that you have not relied, and will not rely, upon advice from us regarding the suitability of any Securities as an investment for you or your clients. You acknowledge and agree that it is your sole responsibility to ensure that, prior to any distribution, the Securities are suitable for your clients, it is lawful for your clients to purchase the Securities and the clients are capable of evaluating and have evaluated the risks and merits of an investment in the Securities. You agree not to market the Securities in any manner which is inconsistent with or not on the basis of the materials furnished to you for use in the distribution and you agree not to use marketing materials other than those that have been approved for use.