Common use of Appointment as Dealer Manager Clause in Contracts

Appointment as Dealer Manager. The Company hereby appoints you as the dealer-manager (the “Dealer Manager”) and authorizes you to act as such in connection with the Rights Offering. On the basis of the representations, warranties and covenants of the Company contained herein, you agree to act as Dealer Manager in connection with the Rights Offering. As Dealer Manager, you agree, in accordance with your customary practice, to perform those services in connection with the Rights Offering as are customarily performed by investment banking firms in connection with acting as dealer manager for a rights offering of like nature, including using reasonable efforts to solicit the exercise of the Rights and subscriptions for the Rights Shares pursuant to the Rights Offering and to communicate with brokers, dealers, commercial banks and trust companies with respect to the Rights Offering. The Company further authorizes you to communicate with Computershare Trust Company, N.A., in its capacity as subscription agent (the "Subscription Agent"), with respect to matters relating to the Transactions. The Company has instructed the Subscription Agent to advise you upon your request as to the number of Rights Shares to be issued pursuant to the exercise of Rights that Rights Holders have executed and delivered to the Subscription and Information Agent pursuant to the Rights Offering and as to such other matters in connection with the Rights Offering as you may reasonably request. The Company further authorizes you to communicate with MacKenzie Partners, Inc., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the Transactions.

Appointment as Dealer Manager. The Company Purchaser hereby appoints you as the dealer-manager Dealer Manager and Solicitation Agent (the “"Dealer Manager”Manager and Solicitation Agent") and authorizes you to act as such in connection with the Rights Offering. On the basis of the representations, warranties and covenants of the Company contained herein, you agree to act as Dealer Manager in connection with the Rights OfferingTender Offers. As Dealer ManagerManager and Solicitation Agent, you agree, in accordance with your customary practice, to perform those services in connection with the Rights Offering Tender Offers and Solicitations as are customarily performed by investment banking firms banks in connection with acting as dealer manager for tender offers and consent solicitations of a rights offering of like nature, including including, but not limited to, using reasonable efforts to solicit the exercise tenders of the Rights Notes and subscriptions for the Rights Shares delivery of Consents pursuant to the Rights Offering Tender Offers and to communicate Solicitations and communicating generally regarding the Tender Offers and Solicitations with brokers, dealers, commercial banks and trust companies with respect and other holders of Notes. In such capacity, you shall act as an independent contractor, and each of your duties arising out of your engagement pursuant to the Rights Offeringthis Agreement shall be owed solely to Purchaser. The Company Purchaser further authorizes you to communicate with Computershare Trust CompanyChase Bank of Texas, N.A.National Association, in its capacity as subscription agent depositary (the "Subscription AgentDepositary"), with respect to matters relating to the Transactions. The Company has instructed the Subscription Agent to advise you upon your request as to the number of Rights Shares to be issued pursuant to the exercise of Rights that Rights Holders have executed and delivered to the Subscription and Information Agent pursuant to the Rights Offering and as to such other matters in connection with the Rights Offering as you may reasonably request. The Company further authorizes you to communicate with MacKenzie Partners, Inc., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the TransactionsTender Offers and Solicitations. Purchaser has instructed the Depositary to advise you at least daily as to the number of Notes which have been tendered pursuant to the Tender Offers, the number of Consents which have been delivered pursuant to the Solicitations and as to such other matters in connection with the Tender Offers and Solicitations as you may request.

Appointment as Dealer Manager. (a) The Company has previously engaged you as financial advisor pursuant to a letter agreement dated April 29, 2008 (as such letter agreement may be amended or modified, the “Engagement Letter”). The Company hereby appoints you as exclusive dealer manager with respect to the dealer-manager Rights Offering (in this capacity, the “Dealer Manager”) ), and authorizes you to act as such on its behalf in connection with the Rights OfferingOffering as specified herein, all in accordance with, and subject to the terms and conditions of, this Agreement, and the procedures described in the Registration Statement and the Prospectus. On In such capacity you shall act as an independent contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company. (b) As Dealer Manager, you agree, on the basis of the representations, warranties and covenants of the Company contained herein, you agree to act as Dealer Manager in connection with the Rights Offering. As Dealer Manager, you agree, herein and in accordance with your customary practice, to perform those services in connection with the Rights Offering as are customarily performed by investment banking firms banks in connection with acting as a dealer manager for a of rights offering offerings of like nature, including including, without limitation, using reasonable efforts to solicit the exercise of the Rights and subscriptions for the Rights Shares pursuant to the Rights Offering, communicating generally regarding the Rights Offering and to communicate with brokers, dealers, commercial banks and trust companies and other persons, including other Rights Holders, and facilitating meetings with respect to the Rights Offering. Holders. (c) The Company further authorizes you to communicate with Computershare Trust Company, N.A.Mellon Bank X.X. Xxxxxx Investor Services LLC, in its capacity as subscription the rights agent (the "Subscription “Rights Agent")”) and The Xxxxxx Group, in its capacity as the information agent (the “Information Agent,” and together with the Rights Agent, the “Agents”) with respect to matters relating to the Transactions. The Company has instructed the Subscription Agent to advise you upon your request as to the number of Rights Shares to be issued pursuant to the exercise of Rights that Rights Holders have executed and delivered to the Subscription and Information Agent pursuant to the Rights Offering and as to such other matters in connection with the Rights Offering as you may reasonably request. The Company further authorizes you to communicate with MacKenzie Partners, Inc., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the Transactions.Rights

Appointment as Dealer Manager. (a) The Company hereby appoints you as exclusive dealer manager with respect to the dealer-manager Rights Offering (in this capacity, the “Dealer Manager”) ), and authorizes you to act as such on its behalf in connection with the Rights OfferingOffering as specified herein, all in accordance with, and subject to the terms and conditions of, this Agreement, and the procedures described in the Registration Statement and the Prospectus. On In such capacity you shall act as an independent contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company. (b) As Dealer Manager, you agree, on the basis of the representations, warranties and covenants of the Company contained herein, you agree to act as Dealer Manager in connection with the Rights Offering. As Dealer Manager, you agree, herein and in accordance with your customary practice, to perform those services in connection with the Rights Offering as are customarily performed by investment banking firms banks in connection with acting as a dealer manager for a of rights offering offerings of like nature, including including, without limitation, using reasonable efforts to solicit the exercise of the Rights and subscriptions for the Rights Shares pursuant to the Rights Offering, communicating generally regarding the Rights Offering and to communicate with brokers, dealers, commercial banks and trust companies and other persons, including other Rights Holders, and facilitating meetings with respect to the Rights Offering. Holders. (c) The Company further authorizes you to communicate with Computershare Continental Stock Transfer & Trust Company, N.A., in its capacity as subscription the rights agent (the "Subscription “Rights Agent"”), and Xxxxxxxxx Inc., in its capacity as the information agent (the “Information Agent,” and together with the Rights Agent, the “Agents”) with respect to matters relating to the TransactionsRights Offering. The Company has instructed the Subscription Rights Agent to advise you upon your request at least daily as to the number of Rights Underlying Shares to be issued pursuant to the exercise of Rights that Rights Holders have executed and delivered to the Subscription and Information Agent been subscribed pursuant to the Rights Offering and as to such other matters in connection with the Rights Offering as you may reasonably request. The Company further authorizes you to communicate with MacKenzie Partners, Inc., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the Transactions.

Appointment as Dealer Manager. The Company Offeror hereby appoints you and your ----------------------------- affiliates as dealer managers, solicitation agents and authorized adviser (collectively in such capacities, the dealer-manager (the “"Dealer Manager”" or "you") and authorizes you to act as such in connection with the Rights OfferingExchange Offer. On the basis of the representations, warranties and covenants of the Company Offeror contained herein, you agree to act as Dealer Manager in connection with the Rights Offering. As Dealer Manager, you agree, in accordance with your customary practice, to perform those services in connection with the Rights Offering Exchange Offer as are customarily performed by investment banking firms banks in connection with acting as dealer manager for exchange offers of a rights offering of like nature, including including, but not limited to, using reasonable efforts to solicit the exercise tenders of all of the Rights and subscriptions for the Rights Shares Target Notes pursuant to the Rights Offering Exchange Offer and to communicate communicating generally regarding the Exchange Offer with securities depositaries, brokers, dealers, commercial banks and trust companies and other holders of Target Notes. You have been engaged to act as the sole Dealer Manager in connection with respect the Exchange Offer and in such capacity, you shall act as an independent contractor, and other than as required in accordance with the listing rules (the "Listing Rules") published by Financial Services Authority (the "FSA") acting in its capacity as the competent authority (the "UKLA") for the purposes of Part VI of the Financial Services and Markets Act 2000 (the "FSMA"), each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Rights OfferingOfferor. The Company Offeror further authorizes you to communicate with Computershare Trust CompanyBank One, N.A., in its capacity as subscription exchange agent for the Exchange Offer (the "Subscription Exchange Agent"), with Xxxxxxxxx Shareholder Services LLC, in its capacity as information agent, with respect to matters relating to the TransactionsExchange Offer (the "Information Agent") and Bank One, N.A. in its capacity as London paying and transfer agent (the "London Agent"). The Company Offeror has instructed the Subscription Exchange Agent to advise you upon your request at least daily as to the number of Rights Shares to be issued Target Notes which have been tendered pursuant to the exercise of Rights that Rights Holders have executed and delivered to the Subscription and Information Agent pursuant to the Rights Offering Exchange Offer and as to such other matters in connection with the Rights Offering Exchange Offer as you may reasonably request. The Company further authorizes you to communicate with MacKenzie Partners, Inc., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the Transactions.

Appointment as Dealer Manager. (a) The Company has previously engaged you as financial advisor pursuant to a letter agreement dated , 1997 (as such letter agreement may be amended or modified, and, together with the separate indemnification letter, dated , 1997 and delivered in connection therewith, the "Engagement Letter"). The Company hereby appoints you as exclusive Dealer Manager with respect to the dealer-manager Rights Offering (in this capacity, the “"Dealer Manager”) "), and authorizes you to act as such on its behalf in connection with the Rights Offering. On the basis of the representations, warranties and covenants of the Company contained Offering as specified herein, all in accordance with, and subject to the terms and conditions of, this Agreement, and the procedures described in the Registration Statement. In such capacity you agree to shall act as Dealer Manager in connection with an independent contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Rights Offering. Company. (b) As Dealer Manager, you agree, in accordance with your customary practice, to perform those services in connection with the Rights Offering as are customarily performed by investment banking firms banks in connection with acting as a dealer manager for a of rights offering offerings of like nature, including including, without limitation, using reasonable efforts to solicit the exercise of the Rights and subscriptions for the Rights Shares pursuant to the Rights Offering and to communicate communicating generally regarding the Rights Offering with brokers, dealers, commercial banks and trust companies and other persons, including other Rights Holders (c) In connection with respect the performance of your duties and obligations hereunder, you agree that you will comply in all material respects with the laws, rules and regulations of the United States and any other relevant jurisdiction, and of any stock exchange, which laws, rules and regulations are applicable to the Rights Offering. The Company further authorizes you to communicate with Computershare Trust Company, N.A., in its capacity as subscription agent (the "Subscription Agent"), with respect to matters relating to the Transactions. The Company has instructed the Subscription Agent to advise you upon your request as to the number of Rights Shares to be issued pursuant to the exercise of Rights that Rights Holders have executed and delivered to the Subscription and Information Agent pursuant to the Rights Offering and as to such other matters in connection with the Rights Offering as you may reasonably request. The Company further authorizes you to communicate with MacKenzie Partners, Inc., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the Transactions.