Common use of Delivery of and Payment for the Securities Clause in Contracts

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 11:00 A.M. (Eastern time) on the second fourth (thirdfifth, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second fifth (thirdsixth, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second third (thirdfourth, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLPDLA Piper LLP (US), 1000 Xxxxxx xx xxx Xxxxxxxx1251 Avenue of the Axxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgBTIG, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLPDLA Piper LLP (US), 1000 Xxxxxx xx xxx Xxxxxxxx1251 Avenue of the Axxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery ofof certificates for, the Initial Securities shall be made at the offices of Blank Rome LLPCozen X’Xxxxxx P.C., 1000 Xxxxxx xx xxx Xxxxxxxx00 Xxxxx 0xx Xxxxxx, Xxx XxxxXxxxx 0000, XX Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery ofof any certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, Each of the Underwriters may individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery ofof certificates for, the Initial Securities shall be made at the offices of Blank Rome LLPDLA Piper LLP (US), 1000 Xxxxxx xx xxx Xxxxxxxx1251 Avenue of the Axxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second third (thirdfourth, if the pricing occurs after 4:30 p.m. P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery ofof certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment Delivery of the purchase price for, and electronic delivery of, certificates representing the Initial Securities Firm Shares shall be made to the Underwriters at the offices of Blank Rome LLPthe Representative, 1000 Xxxxxx xx xxx Xxxxxxxxor such other location as the Representative shall determine and advise the Company upon at least two full business days' notice in writing, Xxx Xxxxagainst payment therefor by federal wire transfer to the Company as appropriate at A.M., XX 00000Eastern Time, on , 1998, or at such other place time and business day (Saturdays, Sundays, and legal holidays in New York, New York not being considered business days for the purposes of this Agreement), not later than the third business day following the date the Underwriters began trading the Firm Shares, as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such which time and date of payment and delivery being are herein called “the "Closing Time”). In additionDate." If the Underwriters purchase any Optional Shares pursuant to the Over-Allotment Option, delivery and payment for the certificates representing the Optional Shares shall be made in the event that any or all same manner described herein on the Option Closing Date. Delivery of the Option Securities are purchased by certificates representing the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, in registered form in such name or at names and in such other place denominations as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made specify to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery upon at least two full business days' notice in writing prior to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and Closing Date or the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of DeliveryDate, as the case may be. The Company will make the certificates available to the Representative for examination at the offices of the Representative or at such other location as the Representative shall specify to the Company, but such payment shall not relieve such Underwriter from its obligations hereunderlater than 2:00 P.M., Eastern Time, on the business day immediately preceding the Closing Date or the Option Closing Date, as the case may be.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery ofof notes representing, the Initial Securities shall be made at the offices of Blank Rome Xxxxx Xxxx & Xxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx450 Lexington Avenue, Xxx XxxxNew York, XX 00000New York, or at such other place as shall be agreed upon by the Representative Representatives and the Company, at 9:00 A.M. (Eastern New York City time) on the second (thirdDecember 3, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof 2012 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in The notes representing the event that any or all of the Option Securities are purchased will be made available for examination by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made Representatives at the above-mentioned officesoffices of Xxxxx Xxxx & Xxxxxxxx LLP, or at such other place as shall be agreed upon by the Representative Representatives and the Company, no later than 10:00 A.M (New York City time) on each Date of Delivery as specified in the notice from the Representative business day prior to the CompanyClosing Time. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativeRepresentatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgCitigroup Global Markets Inc., Xxxxxxx, Sachs & Co., X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, each individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Company shall deliver the Securities through the facilities of the DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Securities. Payment (a) Delivery of and ------------------------------------------ payment for the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLPXxxxxxx Xxxxx W.S., 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000London, or at such other place as shall be agreed upon by the Representative Initial Purchasers and the Company, at 9:00 A.M. (Eastern 2.30 p.m. London time) , on the second (thirdJanuary 30, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)1998, or at such other time or date, not later than ten three full business days after such date thereafter, as shall be agreed upon by the Representative Initial Purchasers and the Company (such date and time and date of payment and delivery being referred to herein called “as the "Closing Time”Date"). In addition, in ------------ (b) On the event that any or all of the Option Securities are purchased by the UnderwritersClosing Date, payment of the purchase price for, and electronic delivery of, such Option for the Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire or book-entry transfer of immediately available same- day funds to a bank such account designated by or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Representative for the respective accounts Initial Purchasers of the Underwriters Securities. Time shall be of certificates for the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Initial Purchasers hereunder. Upon delivery, the Securities shall be in the form of one or more permanent global Securities in bearer form (the "Global ------ Securities") representing all the Securities and to be purchased by themdeposited with the Book- ---------- Entry Depositary pursuant to the Depositary Agreement. It is understood that each Underwriter has authorized The Book-Entry Depositary will issue two certificateless depositary interests to The Depository Trust Company ("DTC"). Beneficial interests in the Representative, for its account, to accept delivery of, receipt forOffered Securities will be shown on, and make payment transfers thereof will be effected only through, records maintained in book-entry form by DTC and its participants, including, as applicable, Xxxxxx Guaranty Trust Company of New York, Brussels Office, as operator of the purchase price forEuroclear System ("Euroclear") and Cedel Bank, societe anonyme ("Cedel"). The Company agrees to make the global certificates evidencing the Securities available for inspection by CMIL on behalf of the Initial Securities and the Option Securities, if any, which it has agreed Purchasers in London at least 24 hours prior to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderDate.

Delivery of and Payment for the Securities. Payment Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Firm Securities shall be made at the offices of Blank Rome Xxxxx Xxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx0000 Xxxxx Xxxxxx, Xxx XxxxBaltimore, XX 00000Maryland 21209 at 10:00 a.m., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are referred to herein as the "First Delivery Date." On the First Delivery Date, the Company and each Selling Stockholder shall deliver or cause to be delivered certificates representing the Firm Securities to the Representatives or to the Custodian for the account of each Underwriter against payment to or upon the order of the Company and the Selling Stockholders of the purchase price by wire transfer in immediately available funds. Upon delivery, the Firm Securities shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Company and each Selling Stockholder shall make the certificates representing the Firm Securities available for inspection by the Representatives in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Securities as to which the option is being exercised, the names in which the shares of Option Securities are to be registered, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Representatives, when the shares of Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Securities are delivered are sometimes referred to as an "Option Delivery Date" and the First Delivery Date and any Option Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Securities shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be agreed upon determined by agreement between the Representative Representatives and the Company) at 10:00 a.m., at 9:00 A.M. (Eastern New York City time) , on the second (thirdsuch Option Delivery Date. On such Option Delivery Date, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in shall deliver or cause to be delivered the event that any or all of certificates representing the Option Securities are purchased by to the Underwriters, Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price forby wire transfer in immediately available funds. Upon delivery, and electronic delivery of, such the Option Securities shall be made at registered in such names and in such denominations as the above-mentioned offices, or at such other place as Representatives shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified request in the notice from aforesaid written notice. For the Representative to purpose of expediting the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts checking and packaging of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if anythe Company shall make the certificates representing the Option Securities available for inspection by the Representatives in New York, which it has agreed New York, not later than 2:00 p.m., New York City time, on the business day prior to purchasesuch Option Delivery Date. Ladenburg, individually and not as representative Time shall be of the Underwritersessence, may (but shall not be obligated to) make payment and delivery at the time and place specified pursuant to this Agreement is a further condition of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any obligation of each Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment (a) Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Securities Firm Shares thereof shall be made at the offices office of Blank Rome Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 1000 Xxxxxx xx xxx XxxxxxxxXxxx Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 A.M., New York City time, on November 1, 2013, or at such other date or place as shall be agreed upon determined by agreement between the Representative Underwriter and the Company. This date and time are sometimes referred to as the “First Closing Date.” On the First Closing Date, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of shall deliver or cause to be delivered certificates or book entry credits representing the Firm Shares to the Underwriter for the Underwriter’s account against payment and delivery being herein called “Closing Time”). In addition, in to or upon the event that any or all order of the Option Securities are purchased by the Underwriters, payment Company of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately same-day funds. The Firm Shares will be delivered by Computershare Shareowner Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Underwriter requests in writing not later than the second full business day prior to the First Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available funds for inspection not less than one full business day prior to the First Closing Date at a bank account designated location in New York, New York as the Underwriter may designate. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriter hereunder. (b) Each time for the delivery of and payment for the Option Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Underwriter but shall be not later than five full business days after written notice of election to purchase Option Shares is given. On the Optional Closing Date, the Company against delivery shall deliver or cause to be delivered the Option Shares to the Representative for Underwriter against payment to or upon the respective accounts order of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment Company of the purchase price forby wire transfer of same-day funds. The Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Underwriter request in writing not later than the second full business day prior to the Optional Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection not less than one full business day prior to the Initial Securities and Optional Closing Date at a location in New York, New York as the Option Securities, if any, which it has agreed to purchaseUnderwriter may designate. Ladenburg, individually and not as representative Time shall be of the Underwritersessence, may (but shall not be obligated to) make payment and delivery at the time and place specified pursuant to this Agreement is a further condition of the purchase price for obligation of the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery ofof notes representing, the Initial Securities shall be made at the offices of Blank Rome Xxxxx Xxxx & Xxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000Xxx Xxxx, or at such other place as shall be agreed upon by the Representative Representatives and the Company, at 9:00 A.M. (Eastern New York City time) on the second (thirdDecember 3, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof 2010 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in The notes representing the event that any or all of the Option Securities are purchased will be made available for examination by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made Representatives at the above-mentioned officesoffices of Xxxxx Xxxx & Xxxxxxxx LLP, or at such other place as shall be agreed upon by the Representative Representatives and the Company, no later than 10:00 A.M (New York City time) on each Date of Delivery as specified in the notice from the Representative business day prior to the CompanyClosing Time. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativeRepresentatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgDeutsche Bank Securities Inc., Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx Securities LLC and RBS Securities Inc., each individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Company shall deliver the Securities through the facilities of the DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 1270 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or xr at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second third (thirdfourth, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery ofof notes representing, the Initial Securities shall be made at the offices of Blank Rome Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 1000 000 Xxxxxx xx xxx XxxxxxxxXxxxxx, Xxx XxxxSuite 5400, XX 00000Houston, Texas, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern New York City time) on the second (thirdAugust 17, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof 2020 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in The notes representing the event that any or all of the Option Securities are purchased will be made available for examination by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made Representative at the above-mentioned officesoffices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, or at such other place as shall be agreed upon by the Representative and the Company, no later than 10:00 A.M. (New York City time) on each Date of Delivery as specified in the notice from the Representative business day prior to the CompanyClosing Time. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgX.X. Xxxxxx Securities LLC, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Company shall deliver the Securities through the facilities of the DTC unless the Representative shall otherwise instruct.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 11:00 A.M. (Eastern time) on the second fourth (thirdfifth, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Firm Securities shall be made at the offices of Blank Rome LLPDavis Polk & Wardwell, 1000 Xxxxxx xx xxx Xxxxxxxx450 Lexington Avenue, Xxx XxxxNew York, XX New York 00000, xx 10:00 X.X., Nxx Xxxx Xxxx xxxx, xx Xxxxxxx 00, 0000 xx xx xuch other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Securities to the Representatives for the account of each Underwriter, or deliver or cause to be delivered to a securities intermediary designated by the Representatives of such certificates and crediting to the securities account designated by such Representatives at such securities intermediary for the account of each Underwriter of security entitlements in respect of the Firm Securities against, in each case, payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Securities shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Company shall make the certificates representing the Firm Securities available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 2 will expire 30 days after the date of this Agreement, subject to certain limitations separately agreed upon, and may be exercised in whole or in part from time to time by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Securities as to which the option is being exercised, the names in which the certificates representing the Option Securities are to be registered, the denominations in which such certificates representing the Option Securities are to be issued and the date and time, as determined by the Representatives, when the certificates representing the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the certificates representing the Option Securities are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date". Delivery of and payment for the Option Securities shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be agreed upon determined by agreement between the Representative Representatives and the Company) at 10:00 A.M., New York City time, on such Second Delivery Date. On such Second Delivery Date, the Company shall deliver or cause to be delivered the certificates representing the Option Securities to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at 9:00 A.M. (Eastern the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Securities shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Securities, the Company shall make the certificates representing the Option Securities available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time) , on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after prior to such Second Delivery Date. The Notes will be pledged with the date hereof (unless postponed Collateral Agent to secure the obligations of the holders to purchase Common Stock under the Purchase Contracts. Such pledge shall be effected by the transfer to the Collateral Agent of the relevant Notes at the relevant Date of Delivery in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderPledge Agreement.

Delivery of and Payment for the Securities. Payment (a) Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Firm Securities shall be made at the offices of Blank Rome LLPAndrxxx & Xurtx, 1000 X.L.P., 600 Xxxxxx xx xxx XxxxxxxxXxxxxx, Xxx XxxxHouston, XX 00000Texas 77002, at 8:30 A.M., Houston time, on July 1, 1998, or at such other date or place as shall be determined by agreement between the Underwriters and the Company. This date and time are sometimes referred to herein as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence (except that the Company will not be responsible for any delay resulting from any action or inaction of any Underwriter) and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. Upon delivery, the Firm Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Company shall make the certificates representing the Firm Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. (b) At any time on or before the thirtieth day after the date of this Agreement, the option granted in Section 2 may be exercised by written notice being given to the Company by the Underwriters. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised, the names in which the Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the third business day after the date on which the option shall have been exercised. The date and time the Option Securities are delivered are sometimes referred to as the "Second Delivery Date" and the First Delivery Date and the Second Delivery Date are sometimes each referred to as a "Delivery Date." (c) Delivery of and payment for the Option Securities shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be agreed upon determined by agreement between the Representative Underwriters and the Company) at 8:30 A.M., at 9:00 A.M. (Eastern Houston time) , on the second (thirdSecond Delivery Date. On the Second Delivery Date, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in shall deliver or cause to be delivered the event that any or all of certificates representing the Option Securities are purchased by to the Underwriters, Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price forby wire transfer in immediately available funds. Time shall be of the essence (except that the Company will not be responsible for any delay resulting from any action or inaction of any Underwriter), and electronic delivery ofat the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. Upon delivery, such the Option Securities shall be made at registered in such names and in such denominations as the above-mentioned offices, or at such other place as Underwriters shall be agreed upon request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates representing the Option Securities available for inspection by the Representative and the CompanyUnderwriters in New York, New York, not later than 2:00 P.M., New York City time, on each Date the business day prior to the Second Delivery Date. (d) Since an affiliate of Delivery Lehmxx Xxxthers Inc. will receive in excess of 10% of the net proceeds of the Offerings, the PIES Offering is being made pursuant to the provisions of Rule 2710(c)(8) of the Conduct Rule of the National Association of Securities Dealers (the "Conduct Rules"). The Company hereby confirms its engagement of Howard, Weil, Labouisse, Friexxxxxx Xxxorporated as, and Howard, Weil, Labouisse, Friexxxxxx Xxxorporated, hereby confirms its agreement with the Company to render services as specified qualified independent underwriter within in the notice from meaning of Rule 2720 of the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative Conduct Rules for the respective accounts of PIES Offering. Howard, Weil, Labouisse, Friexxxxxx Xxxorporated, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the Underwriters of certificates for the Securities to be purchased by them. "Independent Underwriter." It is understood and agreed by all parties hereto that each Underwriter has authorized the Representativeprice at which the Securities are issued and sold is not higher than the price recommended by the Independent Underwriter. Howard, Weil, Labouisse, Friexxxxxx Xxxorporated hereby confirms that it meets the requirements for its account, to accept delivery of, receipt for, and make payment serving as a qualified independent underwriter within the meaning of Rule 2720 of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderConduct Rules.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Firm Securities shall be made at the offices of Blank Rome LLPDLA Piper LLP (US), 1000 Xxxxxx xx xxx Xxxxxxxx1251 Avenue of the Axxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second third (thirdfourth, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Additional Securities are purchased by the UnderwritersInitial Purchasers, payment of the purchase price for, and electronic delivery of, such Option Additional Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters Initial Purchasers of certificates for the Securities to be purchased by them. It is understood that each Underwriter Initial Purchaser has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Firm Securities and the Option Additional Securities, if any, which it has agreed to purchase. LadenburgBTIG, individually and not as representative of the UnderwritersInitial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Initial Firm Securities and the Option Additional Securities, if any, to be purchased by any Underwriter Initial Purchaser whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter Initial Purchaser from its obligations hereunder.

Delivery of and Payment for the Securities. Payment Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Firm Securities shall be made at the offices of Blank Rome Piper Rudnick LLP, 1000 Xxxxxx xx xxx Xxxxxxxx6225 Smith Avenue, Baltimore, Maryland 21209 at 10:00 x.x., Xxx XxxxYork Cxxx xxxx, XX 00000xx the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are referred to herein as the "First Delivery Date." On the First Delivery Date, the Company and each Initial Selling Stockholder shall deliver or cause to be delivered certificates representing the Firm Securities to the Representatives or to the Custodian for the account of each Underwriter against payment to or upon the order of the Company and the Initial Selling Stockholders of the purchase price by wire transfer in immediately available funds. Upon delivery, the Firm Securities shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Company and each Initial Selling Stockholder shall make the certificates representing the Firm Securities available for inspection by the Representatives in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the First Delivery Date. The option granted in Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company and the Management Selling Stockholders by the Representatives. Such notice shall set forth the aggregate number of shares of Option Securities as to which the option is being exercised, the names in which the shares of Option Securities are to be registered, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Representatives, when the shares of Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Securities are delivered are sometimes referred to as an "Option Delivery Date" and the First Delivery Date and any Option Delivery Date are sometimes each referred to as a "Delivery Date". In the event the option to purchase Option Securities is exercised in part only, the Underwriters will purchase Option Securities from each Management Selling Stockholder, on a pro rata basis, in the proportion that the number of Option Securities offered by such Management Selling Stockholder bears to the aggregate number of Option Securities offered by all Management Selling Stockholders. Delivery of and payment for the Option Securities shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be agreed upon determined by agreement between the Representative Representatives and the Company) at 10:00 a.m., at 9:00 A.M. (Eastern New York City time) , on the second (thirdsuch Option Delivery Date. On such Option Delivery Date, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in shall deliver or cause to be delivered the event that any or all of certificates representing the Option Securities are purchased by to the Underwriters, Representatives for the account of each Underwriter against payment to or upon the order of the Management Selling Stockholders of the purchase price forby wire transfer in immediately available funds. Upon delivery, and electronic delivery of, such the Option Securities shall be made at registered in such names and in such denominations as the above-mentioned offices, or at such other place as Representatives shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified request in the notice from aforesaid written notice. For the Representative to purpose of expediting the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts checking and packaging of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if anythe Management Selling Stockholders shall make the certificates representing the Option Securities available for inspection by the Representatives in New York, which it has agreed New York, not later than 2:00 p.m., New York City time, on the business day prior to purchasesuch Option Delivery Date. Ladenburg, individually and not as representative Time shall be of the Underwritersessence, may (but shall not be obligated to) make payment and delivery at the time and place specified pursuant to this Agreement is a further condition of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any obligation of each Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLPDLA Piper LLP (US), 1000 Xxxxxx xx xxx Xxxxxxxx000 Xxxx Xxxx Xxxxxx, Xxx XxxxXxxxxxx, XX Xxxxxxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgBTIG, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment (a) Delivery of, and payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLPSidley Austin Brown & Wood llp, 1000 Xxxxxx 787 Seventh Avenue, New York, New Yorx 00009 xx xx xxxx othxx xlace ax xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the CompanyXxxx xxx xxx Xehman Brothers Inc., at 9:00 9:30 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10Standard Time), on April 00, 0003. Such date and time are referred to herein as the "SETTLEMENT DATE." (b) On the Settlement Date, the Bank shall deliver or such other time not later than ten business days after such date as shall cause to be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additiondelivered to Lehman Brothers Inc., in the event that any or all on behalf of the Option Securities are purchased by Initial Purchasers, the Underwriters, Securixxxx xo be sold on such Settlement Date against payment to or upon the order of the Bank of the purchase price forof 99.879% of the principal amount of such Securities (the "Purchase Price") less the placement fee payable pursuant to Section 4(c), and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank such account designated by as the Company against delivery to the Representative for the respective accounts Bank shall specify. Time shall be of the Underwriters essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of certificates for the obligation of the Initial Purchasers hereunder. Upon delivery, the Securities to be purchased sold on the Settlement Date shall be in fully registered form in such denominations permitted by themthe FPAA and registered in the name of Cede & Co., as nominee of The Depository Trust Company, or if such Securities are to be issued in the form of Certificated Notes, such other names as the Initial Purchasers may request in writing at least one full business day before the Settlement Date. It is understood that each Underwriter has authorized The Securities will be made available for examination by the RepresentativeInitial Purchasers in New York City not later than 10:00 A.M. on the last business day prior to the Settlement Date. (c) On the Settlement Date, for its account, the Bank agrees to accept delivery of, receipt for, and make payment pay the Initial Purchasers by wire transfer a placement fee in an amount equal to (A) 1.40% of the purchase price for, gross proceeds from the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative placement of the Underwriters, may Securities if the gross proceeds raised are up to $50,000,000; or (but shall not be obligated toB) make payment a $700,000 flat fee if the gross proceeds raised from the placement of the purchase price for Securities are between $50,000,000 and $70,000,000; or (C) $700,000 plus 1.00% of the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date gross proceeds in excess of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder$70,000,000.

Delivery of and Payment for the Securities. Payment (a) Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Offered Securities shall be made at the offices office of Blank Rome LLPWeil, 1000 Xxxxxx xx xxx XxxxxxxxGotshal & Mangxx XXX, 767 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Companyxx 10:00 A.M., at 9:00 A.M. (Eastern New York City time) , on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) third full business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by this Agreement) following the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, Terms Agreement or at such other date or place as shall be agreed upon by you and the Representative and Issuers or the Company, on each Date of Delivery as specified applicable, in the notice from applicable Terms Agreement. This date and time are sometimes referred to as the Representative "First Delivery Date." On the Delivery Date, the Issuers or the Company, as applicable, shall deliver or cause to be delivered certificates representing the Offered Securities to the Company. Payment shall be made Underwriters for the account of each Underwriter named in the Terms Agreement applicable to the Company by wire transfer of immediately available funds Offered Securities against payment to a bank account designated by or upon the Company against delivery to the Representative for the respective accounts order of the Underwriters of certificates for Issuers or the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativeCompany, for its accountas applicable, to accept delivery of, receipt for, and make payment of the purchase price forby wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to the applicable Terms Agreement is a further condition of the obligation of each Underwriter thereunder. Upon delivery, the Initial Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the First Delivery Date. (b) Any option granted in Section 2 will expire 30 days after the date of the applicable Terms Agreement and may be exercised in whole or in part from time to time by written notice being given to the Issuers, or the Company, as applicable, by the Underwriters. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised, the names in which the Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the Option Securitiesdate and time, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of determined by the Underwriters, may (but when the Option Securities are to be delivered; provided, however, that this date and time shall not be obligated to) make payment of earlier than the purchase price for First Delivery Date nor earlier than the Initial Securities second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the Option Securities, if any, Securities are delivered are sometimes referred to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.a "Second

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second third (thirdfourth, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment (a) Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Firm Securities shall be made at the offices of Blank Rome LLPLatham & Watkins, 1000 Xxxxxx 885 Third Avenue, New York, New York 10022, or at sxxx xxxer xxxxx xx xxxxx xx xxxxxx xxxx xx xxx XxxxxxxxXxxxesentatives and the Company, Xxx Xxxxat 10:00 A.M., XX 00000New York City time, on January 23, 2001, or at such other place time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company (such date and time and date of payment and delivery being referred to herein called “as the "Closing Time”Date"). In addition, in . (b) Delivery to the event that Underwriters of and payment for any or all of the Option Additional Securities are to be purchased by the Underwriters shall be made at the aforementioned offices of Latham & Watkins at such time on such date (the "Option Closxxx Xxte"), xxxxh may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than five business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from the Representatives on behalf of the Underwriters to the Company of the Underwriters' determination to purchase an additional principal amount, specified in such notice, of Additional Securities. The place of closing for any Additional Securities and the Option Closing Date for such Additional Securities may be varied by agreement between the Representatives on behalf of the Underwriters and the Company. (c) On the Closing Date or Option Closing Date, as the case may be, payment of the purchase price for, and electronic delivery of, such Option for the Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to an account at a bank account designated acceptable to Salomon Smith Barney Inc. ("SSB"), or by such other means as xxx xxxxxxx hereto shall agree prior to the Company Closing Date, against delivery to the Representative for the respective accounts Underwriters of the Underwriters of certificates for evidencing the Securities to be purchased by thempurchased. It is understood that each Underwriter has authorized Time shall be of the Representative, for its account, to accept delivery of, receipt foressence, and make payment delivery at the time and place specified pursuant to this Agreement is a further condition of the purchase price forobligations of the Underwriters hereunder. Upon delivery, the Initial Securities shall be in global form, registered in such names and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not in such denominations as representative SSB on behalf of the Underwriters, may (but shall not be obligated to) make payment Representatives on behalf of the purchase price for the Initial Securities and the Option Securities, if any, Underwriters shall have requested in writing not less than two full business days prior to be purchased by any Underwriter whose funds have not been received by the Closing Time Date. The Company agrees to make one or more global certificates evidencing the relevant Date Securities available for inspection by SSB on behalf of Deliverythe Representatives on behalf of the Underwriters in New York, as New York at least 24 hours prior to the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderClosing Date.

Delivery of and Payment for the Securities. Payment of (a) Delivery to the purchase price Underwriters of, and payment to the Company for, and electronic delivery of, the Initial Firm Securities shall be made at the offices of Blank Rome LLP10:00 a.m., 1000 Xxxxxx xx xxx XxxxxxxxBaltimore, Xxx XxxxMaryland time, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second third (third, or if the pricing occurs Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. (Eastern timep.m., on the fourth) on any given day) full business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date being referred to as the "Closing Date") following the date of the public offering of the Firm Securities as advised to the Representatives by the Company, at such place as the Representatives shall designate. (b) Delivery to the Underwriters of and payment for any Additional Securities to be purchased by the Underwriters shall be made at such place as the Representatives shall designate, at 10:00 a.m., Baltimore, Maryland time, on such date or dates (individually, an "Option Closing Date" and delivery being herein called “collectively, the "Option Closing Time”Dates"), which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date, as shall be specified in a written notice from the Representatives to the Company of the Underwriters' determination to purchase a number, specified in said notice, of Additional Securities. In additionAny such notice may be given at any time within thirty (30) calendar days after the effective date of this Agreement. (c) The Securities will be delivered by the Company to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, against payment of the Purchase Price therefor by certified or official bank check or wire transfer of same-day funds, payable to the order of the Company to an account designated thereby. The share certificates representing the Securities to be delivered to the Underwriters shall be registered in such names and shall be in such denominations as the Underwriters may request at least one business day prior to the Closing Date, in the event that any or all case of the Option Securities are purchased by the Underwriters, payment of the purchase price forFirm Securities, and electronic delivery ofat least one business day prior to the applicable Option Closing Date, such Option in the case of Additional Securities. The share certificates representing the Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon available for examination by the Representative and the CompanyRepresentatives not later than 10:00 a.m., Baltimore, Maryland time, on each Date of Delivery as specified in the notice from the Representative last business day prior to the Company. Payment shall be made to Closing Date or the Company by wire applicable Option Closing Date, as the case may be, with any transfer of immediately available funds to a bank account designated taxes payable upon initial issuance or the transfer thereof duly paid by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make against payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may Purchase Price therefor. (but shall not be obligated tod) make payment of the purchase price for the Initial Securities and the Option Securities, if any, The documents to be purchased by any Underwriter whose funds have not been received by delivered on the Closing Time Date or the relevant Date of Deliveryon an Option Closing Date, as the case may be, but by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities to be purchased and any additional documents requested by the Underwriters, will be delivered at the offices of Xxxxxxx, Xxxxxxx and Xxxxxx, LLP, 1800 Mercantile Bank & Trust Building, 0 Xxxxxxx Xxxxx, Baltimore, Maryland 21201, or such payment shall not relieve other location as the Representatives may designate (the "Closing Location"). (e) A meeting will be held at the Closing Location at 2:00 p.m., Baltimore, Maryland time, on the business day next preceding Closing Date and each Option Closing Date, if any, or at such Underwriter from its obligations hereunderother time(s) as is mutually agreed upon by the parties hereto, at which meeting(s) the final drafts of the documents to be delivered pursuant to the preceding paragraph will be available for review by the parties hereto.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern timea) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the The Securities to be purchased by them. It is understood that each Underwriter has authorized hereunder will be represented by one or more definitive global Securities in book-entry form, which will be deposited by or on behalf of the RepresentativeCompany with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities to the Representatives, for its accountthe account of each Underwriter, to accept delivery of, receipt for, and make against payment by or on behalf of such Underwriter of the purchase price fortherefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least twenty-four hours in advance, by causing DTC to credit the Initial Securities to the account of the Representatives at DTC. The Company will, upon request by the Representatives, cause the certificates representing the Securities to be made available to the Representatives for checking at least twenty-four hours prior to the Closing Date with respect thereto at the office of DTC or its designated custodian (the “Designated Office”) or at another mutually agreed location. The time and date of such delivery and payment shall be, with respect to the Securities, 9:00 a.m., New York City time, on November 9, 2012 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Securities is herein called the “Closing Date.” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. (b) The documents to be delivered at the Closing Date by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Securities and any additional documents requested by the Option SecuritiesUnderwriters pursuant to Section 7 hereof, if anywill be delivered at the offices of Skadden, which it has agreed to purchase. LadenburgArps, individually and not as representative of Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 10036 (the Underwriters“Closing Location”), may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option SecuritiesSecurities will be delivered at the Designated Office, if any, to be purchased by any Underwriter whose funds have not been received by all at the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderDate.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLPDLA Piper LLP (US), 1000 Xxxxxx xx xxx 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgBTIG, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment (a) Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Offered Securities shall be made at the offices of Blank Rome LLP[Underwriter's Counsel], 1000 Xxxxxx xx xxx Xxxxxxxx[Address of Underwriters' Counsel] at ____ A.M. on _________, Xxx Xxxx, XX 00000, 19__ or at on such other date, time and place as shall may be agreed upon by the Representative and the Company, at 9:00 A.M. the Guarantor and you (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by and time of delivery and payment for the Representative and the Company (such time and date of payment and delivery Offered Securities being herein called “the "Closing Time”Date"). In addition, in the event that any or all Delivery of the Option Offered Securities are purchased shall be made to your account at The Depository Trust Company for the respective accounts of the several Underwriters against payment by the Underwriters, payment Underwriters to or upon the order of the Company of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank the Company's account designated at Norwest Bank (National Association). Upon delivery, the Offered Securities shall be in fully registered form in such denominations and registered in such names, or otherwise, as you shall have requested in writing at least two full business days in advance of the Closing Date. The Company and the Guarantor shall not be obligated to deliver any of the Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. (b) The Company agrees to have one or more certificates representing the Offered Securities available for inspection by you in New York, New York not later than one full business day prior to the Closing Date. (c) If specified in Schedule II, the Underwriters may solicit offers to purchase Offered Securities and the related Guarantees from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of Schedule III with such changes therein as the Company and the Guarantor may approve. Any Delayed Delivery Contracts are to be with institutional investors of the types set forth in the Prospectus. At the Closing Date, the Company and the Guarantor will enter into Delayed Delivery Contracts (for the minimum principal amount of Offered Securities per Delayed Delivery Contract specified in Schedule II) with all purchasers proposed by the Underwriters and previously approved by the Company against delivery and the Guarantor as provided below, but not for an aggregate principal amount of Offered Securities less than or greater than the minimum and maximum aggregate principal amounts specified in Schedule II. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts.] (d) You are to submit to the Representative Company and the Guarantor, at least three business days prior to the Closing Date, the names of any institutional investors with which it is proposed that the Company and the Guarantor enter into Delayed Delivery Contracts, the principal amount of Offered Securities and the related Guarantees to be purchased by each of them and the date of delivery thereof, and the Company and the Guarantor will advise you, at least two business days prior to the Closing Date, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the Guarantor and the principal amount of Offered Securities and the related Guarantees to be covered by each such Delayed Delivery Contract.] (e) As compensation for arranging Delayed Delivery Contracts, the Company and the Guarantor will pay (by certified or official bank check in New York clearing house funds) to you at the Closing Date, for the respective accounts of the Underwriters Underwriters, a fee equal to that percentage of certificates the principal amount of Offered Securities and the related Guarantees for which Delayed Delivery Contracts are made at the Closing Date as is specified in Schedule II or the amount of such fee may be deducted from the check delivered pursuant to Section 3(a).] (f) The principal amount of Offered Securities and the related Guarantees agreed to be purchased by each Underwriter shall be reduced by the principal amount of Offered Securities covered by Delayed Delivery Contracts, as to such Underwriter as set forth in a notice delivered by you to the Company and the Guarantor; PROVIDED, HOWEVER, that the total principal amount of Offered Securities to be purchased by them. It is understood that each Underwriter has authorized all Underwriters shall be the Representativeprincipal amount of Offered Securities covered by this Agreement, for its account, to accept delivery of, receipt for, and make payment less the principal amount of the purchase price for, the Initial Offered Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased covered by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderall Delayed Delivery Contracts.]

Delivery of and Payment for the Securities. Payment (a) Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Firm Securities shall be made at the offices of Blank Rome Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 1000 Xxxxxx xx xxx XxxxxxxxNew York, Xxx Xxxx, XX 00000New York, or at such other place as shall be agreed upon by the Representative Initial Purchasers and the Company, at 9:00 A.M. (Eastern 10:00 A.M., New York City time) , on the second (thirdNovember 2, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)2006, or at such other time or date, not later than ten seven full business days after such date thereafter, as shall be agreed upon by the Representative Initial Purchasers and the Company (such date and time and date of payment and delivery being referred to herein called as the “Firm Closing Date”). (b) The date for the delivery of and payment for the Option Securities, being herein referred to as an “Option Closing Date”, which may be the Firm Closing Date (the Firm Closing Date and each Option Closing Date, if any, being referred to as a “Closing TimeDate”). In addition, in shall be determined by the event that any or all Initial Purchasers but shall not be later than five business days after written notice of the election to purchase Option Securities are purchased by the Underwritersis given. (c) On each Closing Date, payment of the purchase price for, and electronic delivery of, such Option for the Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment being purchased shall be made to the Company by wire or book-entry transfer of immediately available same-day funds to a bank such account designated by or accounts as the Company shall specify prior to such Closing Date or by such other means as the parties hereto shall agree prior to such Closing Date against delivery to the Representative for the respective accounts Initial Purchasers of the Underwriters of certificates for evidencing the Securities to being purchased. Time shall be purchased by them. It is understood that each Underwriter has authorized of the Representative, for its account, to accept delivery of, receipt foressence, and make payment delivery at the time and place specified pursuant to this Agreement is a further condition of the purchase price forobligations of the Initial Purchasers hereunder. Upon delivery, the Initial Securities being purchased shall be in global form, registered in such names and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not in such denominations as representative Lxxxxx on behalf of the Underwriters, may (but Initial Purchasers shall have requested in writing not be obligated to) less than two full business days prior to the applicable Closing Date. The Company agrees to make payment global certificates evidencing the Securities being purchased available for inspection by Lxxxxx on behalf of the purchase price for Initial Purchasers in New York, New York at least 24 hours prior to the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the applicable Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderDate.

Delivery of and Payment for the Securities. Payment (a) Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Securities Firm Shares thereof shall be made at the offices office of Blank Rome Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, 1000 Xxxxxx xx xxx XxxxxxxxOne Manhattan West, Xxx XxxxNew York, XX 00000New York 10001, at 10:00 A.M., New York City time, on November 25, 2024, or at such other date or place as shall be agreed upon determined by agreement between the Representative Representatives and the Company. This date and time are sometimes referred to as the “First Closing Date.” On the First Closing Date, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of shall deliver or cause to be delivered certificates or book entry credits representing the Firm Shares to the Representatives for the Representatives’ account against payment and delivery being herein called “Closing Time”). In addition, in to or upon the event that any or all order of the Option Securities are purchased by the Underwriters, payment Company of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated same-day funds. The Firm Shares will be delivered by Computershare Shareowner Services LLC (the Company against delivery “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the first full business day prior to the Representative First Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection not less than one full business day prior to the respective accounts First Closing Date at a location in New York, New York, as the Representatives may designate. Time shall be of the Underwriters essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of certificates for the Securities to be purchased by themobligation of the Underwriter hereunder. It is understood that each Underwriter has authorized the RepresentativeRepresentatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgWxxxx Fargo Securities, LLC, J.X. Xxxxxx Securities LLC, TD Securities (USA) LLC, BMO Capital Markets Corp. and Deutsche Bank Securities Inc., individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beDate, but such payment shall not relieve such Underwriter from its obligations hereunder. (b) Each time for the delivery of and payment for the Option Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Option Shares is given. On the Optional Closing Date, the Company shall deliver or cause to be delivered the Option Shares to the Representatives against payment to or upon the order of the Company of the purchase price by wire transfer of same-day funds. The Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representatives request in writing not later than the first full business day prior to the Optional Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection not less than one full business day prior to the Optional Closing Date at a location in New York, New York, as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriter hereunder.

Delivery of and Payment for the Securities. Payment (a) Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Offered Securities shall be made at the offices office of Blank Rome LLPWeil, 1000 Xxxxxx xx xxx XxxxxxxxGotshal & Mangxx XXX, 767 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Companyxx 10:00 A.M., at 9:00 A.M. (Eastern New York City time) , on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) fourth full business day after the date hereof (unless postponed in accordance with the provisions of Section 10), this Agreement) following the Delivery Date or at such other time not later than ten business days after such date or place as shall be agreed upon by the Representative you and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionIssuers or the Company, as applicable, in the event that any applicable Terms Agreement. This date and time are sometimes referred to as the "First Delivery Date." On the Delivery Date, the Issuers or all the Company, as applicable, shall deliver or cause to be delivered certificates representing the Offered Securities to the Underwriters for the account of each Underwriter named in the Terms Agreement applicable to the Offered Securities against payment to or upon the order of the Issuers or the Company, as applicable, of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to the applicable Terms Agreement is a further condition of the obligation of each Underwriter thereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the First Delivery Date. (b) The option granted in Section 2 will expire 30 days after the date of the applicable Terms Agreement and may be exercised in whole or in part from time to time by written notice being given to the Issuers, or the Company, as applicable, by the Underwriters. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised, the names in which the Option Securities are purchased to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the Option Securities are delivered are sometimes referred to as a "Second Delivery Date" and the First Delivery Date and any Second Delivery Date are sometimes each referred to as a "Delivery Date." (c) Delivery of and payment of for the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, place specified in the first sentence of Section 3(a) (or at such other place as shall be agreed upon determined by agreement between the Representative Underwriters and the Issuers or the Company, as applicable) at 10:00 A.M., New York City time, on each Date of such Second Delivery as specified in the notice from the Representative to the CompanyDate. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.On such

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLPDLA Piper LLP (US), 1000 Xxxxxx xx xxx Xxxxxxxx1251 Avenue of the Axxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Firm Securities shall be made at the offices of Blank Rome Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 a.m., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Underwriters and the Company. This date and time are referred to herein as the “First Closing Date”. On the First Closing Date, the Company shall deliver or cause to be delivered certificates representing the Firm Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Upon delivery, the Firm Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the First Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Company shall make the certificates representing the Firm Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the First Closing Date. The option granted in Section 2 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time by written notice being given to the Company by the Underwriters. Such notice shall set forth the amount (which shall be an integral multiple of $1,000 principal amount) of Option Securities as to which the option is being exercised, the names in which the Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the Option Securities are delivered are referred to as a “Option Closing Date” and the First Closing Date and any Option Closing Date are sometimes each referred to as a “Closing Date”. Delivery of and payment for the Option Securities shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be agreed upon determined by agreement between the Representative Underwriters and the Company) at 10:00 a.m., at 9:00 A.M. (Eastern New York City time) , on the second (thirdsuch Option Closing Date. On such Option Closing Date, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in shall deliver or cause to be delivered the event that any or all of certificates representing the Option Securities are purchased by to the Underwriters, Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price forby wire transfer in immediately available funds. Upon delivery, and electronic delivery of, such the Option Securities shall be made at registered in such names and in such denominations as the above-mentioned offices, or at such other place as Underwriters shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified request in the notice from aforesaid written notice. For the Representative to purpose of expediting the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts checking and packaging of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if anythe Company shall make the certificates representing the Option Securities available for inspection by the Underwriters in New York, which it has agreed New York, not later than 2:00 p.m., New York City time, on the business day prior to purchasesuch Option Closing Date. Ladenburg, individually and not as representative Time shall be of the Underwritersessence, may (but shall not be obligated to) make payment and delivery at the time and place specified pursuant to this Agreement is a further condition of the purchase price for obligation of the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations Underwriters hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery ofof notes representing, the Initial Securities shall be made at the offices of Blank Rome Xxxxx Xxxx & Xxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx450 Lexington Avenue, Xxx XxxxNew York, XX 00000New York, or at such other place as shall be agreed upon by the Representative Representatives and the Company, at 9:00 A.M. (Eastern New York City time) on the second (thirdAugust 20, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof 2010 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in The notes representing the event that any or all of the Option Securities are purchased will be made available for examination by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made Representatives at the above-mentioned officesoffices of Xxxxx Xxxx & Xxxxxxxx LLP, or at such other place as shall be agreed upon by the Representative Representatives and the Company, no later than 10:00 A.M (New York City time) on each Date of Delivery as specified in the notice from the Representative business day prior to the CompanyClosing Time. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativeRepresentatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgBanc of America Securities LLC, BNP Paribas Securities Corp. and Citigroup Global Markets Inc., each individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Company shall deliver the Securities through the facilities of the DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Securities. (a) Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, ______________________ located at ____________________ or at such other place as shall be agreed upon by the Representative Company and the Companyyou, at 9:00 A.M. (10:00 a.m. Eastern time) time on the second third (thirdor fourth, if the pricing occurs after 4:30 p.m. (p.m Eastern time) on any given day) business day after the date hereof of this Agreement (unless postponed in accordance with the provisions of Section 109), or such any other time or date not later than ten business days after such date as shall be agreed upon by the Representative that you and the Company may determine (such date and time and date of payment and delivery being herein called “delivery, the "Closing Time”"). In addition, in . (b) At the event that any or all of the Option Securities are purchased by the UnderwritersClosing Time, payment of for the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company Trust in same-day funds by wire transfer of immediately available funds to a bank the account designated or accounts specified by the Company Trust before the Closing Time or by any other means on which the parties agree before the Closing Time against delivery to the Representative you, as representative[s] of and for the respective accounts of the Underwriters several Under- writers, of certificates for evidencing the Capital Securities to be purchased by them. It is understood that each Underwriter has authorized the Representativedesignated [each of] you, for its account, to accept delivery of, receipt for, and make payment of the purchase purchaser price for, the Initial Securities and the Option Securities, if any, which that it has agreed to purchase. Ladenburg_________, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such the Underwriter from its obligations hereunderunder this Agreement. (c) Upon delivery, the Capital Securities shall be registered in the names and in the denominations requested by you in writing not less than two full business days prior to the Closing Time. For the purpose of expediting the checking and packaging of certificates evidencing the Capital Securities, the Trust agrees to make such certificates available for inspection at least 24 hours prior to the Closing Time.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 11:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment (a) Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Firm Securities shall be made at the offices of Blank Rome LLPLatham & Watkins, 1000 Xxxxxx 885 Third Avenue, New York, New York 10022, or at xxxx xxhex xxxxx xx xxxxx xx xxxxxx xxxx xx xxx XxxxxxxxXxxresentatives and the Company, Xxx Xxxxat 10:00 A.M., XX 00000New York City time, on April 25, 2001, or at such other place time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company (such date and time and date of payment and delivery being referred to herein called “as the "Closing Time”Date"). In addition, in . (b) Delivery to the event that Underwriters of and payment for any or all of the Option Additional Securities are to be purchased by the Underwriters shall be made at the aforementioned offices of Latham & Watkins at such time on such date (the "Option Cloxxxx Xate"), xxxch may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than five business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from the Representatives on behalf of the Underwriters to the Company of the Underwriters' determination to purchase an additional principal amount, specified in such notice, of Additional Securities. The place of closing for any Additional Securities and the Option Closing Date for such Additional Securities may be varied by agreement between the Representatives on behalf of the Underwriters and the Company. (c) On the Closing Date or Option Closing Date, as the case may be, payment of the purchase price for, and electronic delivery of, such Option for the Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to an account at a bank account designated acceptable to Salomon Smith Barney Inc. ("SSB"), or by such other means ax xxx xxxxxxx hereto shall agree prior to the Company Closing Date, against delivery to the Representative for the respective accounts Underwriters of the Underwriters of certificates for evidencing the Securities to be purchased by thempurchased. It is understood that each Underwriter has authorized Time shall be of the Representative, for its account, to accept delivery of, receipt foressence, and make payment delivery at the time and place specified pursuant to this Agreement is a further condition of the purchase price forobligations of the Underwriters hereunder. Upon delivery, the Initial Securities shall be in global form, registered in such names and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not in such denominations as representative SSB on behalf of the Underwriters, may (but shall not be obligated to) make payment Representatives on behalf of the purchase price for the Initial Securities and the Option Securities, if any, Underwriters shall have requested in writing not less than two full business days prior to be purchased by any Underwriter whose funds have not been received by the Closing Time Date. The Company agrees to make one or more global certificates evidencing the relevant Date Securities available for inspection by SSB on behalf of Deliverythe Representatives on behalf of the Underwriters in New York, as New York at least 24 hours prior to the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderClosing Date.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome Xxxxx Xxxx & Xxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx450 Lexington Avenue, Xxx XxxxNew York, XX 00000New York, or at such other place as shall be agreed upon by the Representative Representatives and the Company, at 9:00 A.M. (Eastern New York City time) on the second (thirdJuly 28, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof 2010 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned officesoffices of Xxxxx Xxxx & Xxxxxxxx LLP, or at such other place as shall be agreed upon by the Representative Representatives and the Company, on each Date of Delivery as specified in the notice from the Representative Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativeRepresentatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgXxxxxxx Xxxxx, Citigroup, Xxxxxxx Sachs and XX Xxxxxx, each individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Company shall deliver the Firm Securities and the Option Securities, if any, through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Securities. Payment (a) Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Securities Firm Shares thereof shall be made at the offices office of Blank Rome Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 1000 Xxxxxx xx xxx XxxxxxxxXxxx Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, or at such other date or place as shall be agreed upon determined by agreement between the Representative and the Company, at 9:00 A.M. (Eastern time) on the second (third, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company (such at 10:00 A.M., New York City time, on August 10, 2012. This date and time and date of payment and delivery being herein called are sometimes referred to as the “First Closing Time”). In additionDate.” On the First Closing Date, in the event that any Company shall deliver or all cause to be delivered certificates or book entry credits representing the Firm Shares to the Representatives for the account of the Option Securities are purchased by Underwriters against payment to or upon the Underwriters, payment order of the Company of the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated same-day funds. The Firm Shares will be delivered by Computershare Inc. (the Company against delivery “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Representative First Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection not less than one full business day prior to the respective accounts First Closing Date at a location in New York, New York as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters of certificates hereunder. (b) Each time for the Securities delivery of and payment for the Option Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Option Shares is given. On the Optional Closing Date, the Company shall deliver or cause to be purchased delivered the Option Shares to the Representatives for the account of the Underwriters against payment to or upon the order of the Company of the purchase price by themwire transfer of same-day funds. The Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Optional Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection not less than one full business day prior to the Optional Closing Date at a location in New York, New York as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. (c) It is understood that each Underwriter has authorized the RepresentativeXxxxx Fargo, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgXxxxx Fargo, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the any Closing Time or the relevant Date of DeliveryDate, as the case may beapplicable, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Securities shall be made at the offices of Blank Rome LLP10:00 A.M., 1000 Xxxxxx xx xxx XxxxxxxxNew York City time, Xxx Xxxxon November 25, XX 00000, 2024 or at such other date or place as shall be agreed upon determined by agreement between the Representative and the Company. This date and time are sometimes referred to as the “Delivery Date”. Delivery of the Securities shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative of the aggregate purchase price of the Securities being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at 9:00 A.M. the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall (Eastern timei) on deliver the second Stock through the facilities of DTC unless the Representative shall otherwise instruct and (thirdii) deliver, if or cause to be delivered, to the pricing occurs after 4:30 p.m. Representative or to the Underwriters, (Eastern timex) on any given daythe Pre-Funded Warrants and (y) business day after the date hereof (unless postponed Common Warrants accompanying the Stock and the Pre-Funded Warrants, in definitive form, in accordance with the provisions of Section 10)Underwriters’ instruction, or on the Delivery Date, issued in such other time not later than ten business days after names and in such date denominations as shall be agreed upon by the Representative may direct by notice in writing to the Company given prior to the Delivery Date. Notwithstanding the foregoing, the Company and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all Representative shall instruct purchasers of the Option Securities are purchased by Pre-Funded Warrants and accompanying Common Warrants to make payment for the Underwriters, payment of Pre-Funded Warrants and accompanying Common Warrants on the purchase price for, and electronic delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Delivery Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of in immediately available funds to a bank the account designated specified by the Company, at a purchase price of $0.479 per Pre-Funded Warrant and accompanying Common Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants and accompanying Common Warrants, and the Company shall deliver such Pre-Funded Warrants and accompanying Common Warrants to such purchasers on the Delivery Date in definitive form against delivery such payment, in lieu of the Company’s obligation to deliver such Pre-Funded Warrants and accompanying Common Warrants to the Underwriters; provided that, the underwriting discounts and commissions in respect of the Pre-Funded Warrants and accompanying Common Warrants, as calculated by subtracting the Purchase Price per Pre-Funded Warrant and accompanying Common Warrant set forth in Section 2 from the combined public offering price per Pre-Funded Warrant and accompanying Common Warrant set forth on Schedule III hereto, shall be deducted and withheld from the amount otherwise payable by the Representative to the Company for the respective accounts Stock and accompanying Common Warrants as set forth in Section 2. In the event that any purchaser of the Underwriters of certificates for the Securities Pre-Funded Warrants and accompanying Common Warrants fails to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment to the Company for all or part of the purchase price forPre-Funded Warrants and accompanying Common Warrants on the Delivery Date, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not as representative of the Underwriters, may Representative shall either (but shall not be obligated toi) make payment of to the purchase price Company for such Pre-Funded Warrants and accompanying Common Warrants at the Initial Securities and Purchase Price specified in Section 2, or (ii) elect, by written notice to the Option Securities, if anyCompany, to receive shares of Common Stock and accompanying Common Warrants at the Purchase Price specified in Section 2 in lieu of all or a portion of such Pre-Funded Warrants and accompanying Common Warrants contemplated to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereundersold under this Agreement.

Delivery of and Payment for the Securities. Payment (a) Delivery of and payment for the purchase price for, and electronic delivery of, the Initial Firm Securities shall be made at the offices of Blank Rome Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 1000 Xxxxxx xx xxx XxxxxxxxNew York, Xxx Xxxx, XX 00000New York, or at such other place as shall be agreed upon by the Representative Initial Purchasers and the Company, at 9:00 A.M. (Eastern 10:00 A.M., New York City time) , on the second (thirdSeptember 27, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)2005, or at such other time or date, not later than ten seven full business days after such date thereafter, as shall be agreed upon by the Representative Initial Purchasers and the Company (such date and time and date of payment and delivery being referred to herein called as the “Firm Closing Date”). (b) The date for the delivery of and payment for the Option Securities, being herein referred to as an “Option Closing Date”, which may be the Firm Closing Date (the Firm Closing Date and each Option Closing Date, if any, being referred to as a “Closing TimeDate”). In addition, in shall be determined by the event that any or all Initial Purchasers but shall not be later than five business days after written notice of the election to purchase Option Securities are purchased by the Underwritersis given. (c) On each Closing Date, payment of the purchase price for, and electronic delivery of, such Option for the Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment being purchased shall be made to the Company by wire or book-entry transfer of immediately available same-day funds to a bank such account designated by or accounts as the Company shall specify prior to such Closing Date or by such other means as the parties hereto shall agree prior to such Closing Date against delivery to the Representative for the respective accounts Initial Purchasers of the Underwriters of certificates for evidencing the Securities to being purchased. Time shall be purchased by them. It is understood that each Underwriter has authorized of the Representative, for its account, to accept delivery of, receipt foressence, and make payment delivery at the time and place specified pursuant to this Agreement is a further condition of the purchase price forobligations of the Initial Purchasers hereunder. Upon delivery, the Initial Securities being purchased shall be in global form, registered in such names and the Option Securities, if any, which it has agreed to purchase. Ladenburg, individually and not in such denominations as representative Lxxxxx on behalf of the Underwriters, may (but Initial Purchasers shall have requested in writing not be obligated to) less than two full 12 business days prior to the applicable Closing Date. The Company agrees to make payment global certificates evidencing the Securities being purchased available for inspection by Lxxxxx on behalf of the purchase price for Initial Purchasers in New York, New York at least 24 hours prior to the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the applicable Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderDate.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery ofof certificates for, the Initial Securities shall be made at the offices of Blank Rome LLPGxxxxxxx Mxxxxx, 1000 Xxxxxx xx xxx XxxxxxxxThe Chrysler Building, 400 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the second third (thirdfourth, if the pricing occurs after 4:30 p.m. P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and electronic delivery ofof certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgLadenburg and/or Wedbush, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Securities. Payment of the purchase price for, and electronic delivery ofof notes representing, the Initial Securities shall be made at the offices of Blank Rome Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx425 Lexington Avenue, Xxx XxxxNew York, XX 00000New York, or at such other place as shall be agreed upon by the Representative Representatives and the Company, at 9:00 A.M. (Eastern New York City time) on the second (thirdAugust 23, if the pricing occurs after 4:30 p.m. (Eastern time) on any given day) business day after the date hereof 2018 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in The notes representing the event that any or all of the Option Securities are purchased will be made available for examination by the Underwriters, payment of the purchase price for, and electronic delivery of, such Option Securities shall be made Representatives at the above-mentioned officesoffices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, or at such other place as shall be agreed upon by the Representative Representatives and the Company, no later than 10:00 A.M (New York City time) on each Date of Delivery as specified in the notice from the Representative business day prior to the CompanyClosing Time. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativeRepresentatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. LadenburgCredit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities LLC, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, each individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Company shall deliver the Securities through the facilities of the DTC unless the Representatives shall otherwise instruct.