Common use of Method of Offering Clause in Contracts

Method of Offering. We authorize you to manage the underwriting and the offering of the Securities and to take such action in connection therewith and in connection with the purchase, carrying and resale of the Securities, including without limitation the following, as you in your sole discretion deem appropriate or desirable: (a) To determine the time of the initial public offering of the Securities, the initial public offering price and the Underwriters' gross spread and whether to purchase any Option Securities and the amount, if any, of Option Securities to be so purchased. (b) To make any changes in the initial public offering price or other terms of the offering. (c) To make changes in those who are to be Underwriters and in the respective amounts of the Firm Securities to be purchased by them, provided that our original underwriting commitment shall not be changed without our consent except as provided herein or in the Underwriting Agreement. (d) To determine all matters relating to advertising and communications with dealers or others. (e) To reserve for sale and to sell and deliver to institutions or other retail purchasers, for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price; provided, however, that such reservations and sales shall be made for the respective accounts of the several Underwriters as nearly as practicable in their respective underwriting proportions under the Underwriting Agreement, except for such sales for the account of a particular Underwriter designated by such a purchaser. (f) To reserve for sale and to sell and deliver to dealers (who may include any of the Underwriters), for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price, less a selling concession not in excess of the selling concession set forth in the Invitation, pursuant to the X.X. Xxxxxxx & Sons, Inc. Master Dealers Agreement dated September 1998; provided, however, that such dealers shall be actually engaged in the investment banking or securities business and shall be either members in good standing of the National Association of Securities Dealers, Inc. (the NASD) or dealers with their principal place of business located outside the United States, its territories or its possessions and not registered as a broker-dealer under Section 15 of the United States Securities Exchange Act of 1934 (the EXCHANGE ACT) who agree to make no sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein; and provided, further, that each dealer shall agree to comply with the provisions of Rule 2740 of the NASD Conduct Rules, and each foreign dealer who is not a member of the NASD also shall agree to comply with the NASD's interpretation with respect to free-riding and withholding, to comply, as though it were a member of the NASD, with the provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420 of the NASD Conduct Rules as that Rule applies to a non-member foreign dealer. (g) To apportion such sales to dealers pursuant to clause (f) above among the Underwriters as nearly as practicable in the ratio that Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of each Underwriter so reserved bears to the total amount of Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of all Underwriters so reserved; provided, however, that if such ratio is to be revised by reason of the release for direct sale as hereinafter provided, sales may be apportioned by you from day to day on the basis of the ratio existing at the end of the preceding day. (h) To fix the selling concession to dealers and the reallowance to dealers and, after the initial public offering of the Securities, to make changes in the initial public offering price, selling concession and reallowance to dealers, commissions in connection with Contract Securities sold pursuant to Delayed Delivery Contracts, and other terms of sale hereunder and under the selling arrangements then in effect; provided, however, that such dealers (both NASD members and foreign dealers) agree that any such reallowance is to be retained and not reallowed in whole or in part. (i) To take all such other action as you deem advisable in all matters pertaining to sales of Securities or reserved Securities, as the case may be, to dealers, retail purchasers, member firms and specialists. (j) At any time with respect to unsold Securities retained by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers): (i) to reserve any of such Securities for sale by you for our account or (ii) to purchase any of such Securities that in your opinion are needed to enable you to make deliveries for the accounts of the several Underwriters pursuant to this Agreement; purchases may be made at the initial public offering price or, at your option, at such price less all or any part of the selling concession to dealers. (k) To consummate sales of Securities by Underwriters, except as otherwise set forth herein, on the terms specified under the selling arrangements then in effect. We understand that you will advise us when the Securities are released for public offering and of the amount of Securities sold or reserved for sale for our account. We shall retain for direct sale any Securities purchased by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) and not so sold or reserved. Direct sales will be made in accordance with the terms of offering set forth in the Prospectus or the Offering Circular. With your consent, we may obtain release from you for direct sale of any Securities held by you pursuant to subparagraphs (e) and (j) above but not sold and paid for. To the extent Securities so released had been reserved for sale to dealers, the amount of Securities reserved for our account for sale to dealers shall be correspondingly reduced. We will advise you from time to time, at your request, of the amount of Securities retained by us which remain unsold and of the amount of Securities remaining unsold which were delivered to us pursuant to the last paragraph of this Section 4. If so directed in the Invitation, we agree that without your consent we will not sell to any account over which we exercise discretionary authority any of our Securities. We will also comply with any other restriction that may be set forth in the Invitation. If, prior to (a) the termination of this Agreement with respect to the offering of the Securities or (b) the covering by X.X. Xxxxxxx & Sons, Inc. of any short position created by X.X. Xxxxxxx & Sons, Inc. for the accounts of the Underwriters pursuant to Section 6 hereof, you shall purchase or contract to purchase any of the Securities sold directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount equal to the selling concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Method of Offering. We authorize you to manage the underwriting and the offering of the Securities and to take such action in connection therewith and in connection with the purchase, carrying and resale of the Securities, including without limitation the following, as you in your sole discretion deem appropriate or desirable: (a) To determine the time of the initial public offering of the Securities, the initial public offering price and the Underwriters' gross spread and whether to purchase any Option Securities and the amount, if any, of Option Securities to be so purchased. (b) To make any changes in the initial public offering price or other terms of the offering. (c) To make changes in those who are to be Underwriters and in the respective amounts of the Firm Securities to be purchased by them, provided that our original underwriting commitment shall not be changed without our consent except as provided herein or in the Underwriting Agreement. (d) To determine all matters relating to advertising and communications with dealers or others. (e) To reserve for sale and to sell and deliver to institutions or other retail purchasers, for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price; provided, however, that such reservations and sales shall be made for the respective accounts of the several Underwriters as nearly as practicable in their respective underwriting proportions under the Underwriting Agreement, except for such sales for the account of a particular Underwriter designated by such a purchaser. (f) To reserve for sale and to sell and deliver to dealers (who may include any of the Underwriters), for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price, less a selling concession not in excess of the selling concession set forth in the Invitation, pursuant to the X.X. Xxxxxxx A.G. Edwards & Sons, Inc. Master Xxx. Xxxxxr Dealers Agreement dated September 1998; provided, however, that such dealers shall be actually engaged in the investment banking or securities business and shall be either members in good standing of the National Association of Securities Dealers, Inc. (the NASD) or dealers with their principal place of business located outside the United States, its territories or its possessions and not registered as a broker-dealer under Section 15 of the United States Securities Exchange Act of 1934 (the EXCHANGE ACT) who agree to make no sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein; and provided, further, that each dealer shall agree to comply with the provisions of Rule 2740 of the NASD Conduct Rules, and each foreign dealer who is not a member of the NASD also shall agree to comply with the NASD's interpretation with respect to free-riding and withholding, to comply, as though it were a member of the NASD, with the provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420 of the NASD Conduct Rules as that Rule applies to a non-member foreign dealer. (g) To apportion such sales to dealers pursuant to clause (f) above among the Underwriters as nearly as practicable in the ratio that Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of each Underwriter so reserved bears to the total amount of Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of all Underwriters so reserved; provided, however, that if such ratio is to be revised by reason of the release for direct sale as hereinafter provided, sales may be apportioned by you from day to day on the basis of the ratio existing at the end of the preceding day. (h) To fix the selling concession to dealers and the reallowance to dealers and, after the initial public offering of the Securities, to make changes in the initial public offering price, selling concession and reallowance to dealers, commissions in connection with Contract Securities sold pursuant to Delayed Delivery Contracts, and other terms of sale hereunder and under the selling arrangements then in effect; provided, however, that such dealers (both NASD members and foreign dealers) agree that any such reallowance is to be retained and not reallowed in whole or in part. (i) To take all such other action as you deem advisable in all matters pertaining to sales of Securities or reserved Securities, as the case may be, to dealers, retail purchasers, member firms and specialists. (j) At any time with respect to unsold Securities retained by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers): (i) to reserve any of such Securities for sale by you for our account or (ii) to purchase any of such Securities that in your opinion are needed to enable you to make deliveries for the accounts of the several Underwriters pursuant to this Agreement; purchases may be made at the initial public offering price or, at your option, at such price less all or any part of the selling concession to dealers. (k) To consummate sales of Securities by Underwriters, except as otherwise set forth herein, on the terms specified under the selling arrangements then in effect. We understand that you will advise us when the Securities are released for public offering and of the amount of Securities sold or reserved for sale for our account. We shall retain for direct sale any Securities purchased by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) and not so sold or reserved. Direct sales will be made in accordance with the terms of offering set forth in the Prospectus or the Offering Circular. With your consent, we may obtain release from you for direct sale of any Securities held by you pursuant to subparagraphs (e) and (j) above but not sold and paid for. To the extent Securities so released had been reserved for sale to dealers, the amount of Securities reserved for our account for sale to dealers shall be correspondingly reduced. We will advise you from time to time, at your request, of the amount of Securities retained by us which remain unsold and of the amount of Securities remaining unsold which were delivered to us pursuant to the last paragraph of this Section 4. If so directed in the Invitation, we agree that without your consent we will not sell to any account over which we exercise discretionary authority any of our Securities. We will also comply with any other restriction that may be set forth in the Invitation. If, prior to (a) the termination of this Agreement with respect to the offering of the Securities or (b) the covering by X.X. Xxxxxxx A.G. Edwards & Sons, Inc. of any short position ox xxx xxxxx xosition created by X.X. Xxxxxxx A.G. Edwards & Sons, Inc. for the accounts xxx xxxxxxxs of the Underwriters pursuant to Section 6 hereof, you shall purchase or contract to purchase any of the Securities sold directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount equal to the selling concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Method of Offering. We authorize you to manage the underwriting and the offering of the Securities and to take such action in connection therewith and in connection with the purchase, carrying and resale of the Securities, including without limitation the following, as you in your sole discretion deem appropriate or desirable: (a) To determine the time of the initial public offering of the Securities, the initial public offering price and the Underwriters' gross spread and whether to purchase any Option Securities and the amount, if any, of Option Securities to be so purchased. (b) To make any changes in the initial public offering price or other terms of the offering. (c) To make changes in those who are to be Underwriters and in the respective amounts of the Firm Securities to be purchased by them, provided that our original underwriting commitment shall not be changed without our consent except as provided herein or in the Underwriting Agreement. (d) To determine all matters relating to advertising and communications with dealers or others. (e) To reserve for sale and to sell and deliver to institutions or other retail purchasers, for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price; provided, however, that such reservations and sales shall be made for the respective accounts of the several Underwriters as nearly as practicable in their respective underwriting proportions under the Underwriting Agreement, except for such sales for the account of a particular Underwriter designated by such a purchaser. (f) To reserve for sale and to sell and deliver to dealers (who may include any of the Underwriters), for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price, less a selling concession not in excess of the selling concession set forth in the Invitation, pursuant to the X.X. Xxxxxxx & Sons, Inc. Master Dealers Agreement dated September 1998; provided, however, that such dealers shall be actually engaged in the investment banking or securities business and shall be either members in good standing of the National Association of Securities Dealers, Inc. (the NASD) or dealers with their principal place of business located outside the United States, its territories or its possessions and not registered as a broker-dealer under Section 15 of the United States Securities Exchange Act of 1934 (the EXCHANGE ACTExchange Act) who agree to make no sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein; and provided, further, that each dealer shall agree to comply with the provisions of Rule 2740 of the NASD Conduct Rules, and each foreign dealer who is not a member of the NASD also shall agree to comply with the NASD's interpretation with respect to free-riding and withholding, to comply, as though it were a member of the NASD, with the provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420 of the NASD Conduct Rules as that Rule applies to a non-member foreign dealer. (g) To apportion such sales to dealers pursuant to clause (f) above among the Underwriters as nearly as practicable in the ratio that Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of each Underwriter so reserved bears to the total amount of Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of all Underwriters so reserved; provided, however, that if such ratio is to be revised by reason of the release for direct sale as hereinafter provided, sales may be apportioned by you from day to day on the basis of the ratio existing at the end of the preceding day. (h) To fix the selling concession to dealers and the reallowance to dealers and, after the initial public offering of the Securities, to make changes in the initial public offering price, selling concession and reallowance to dealers, commissions in connection with Contract Securities sold pursuant to Delayed Delivery Contracts, and other terms of sale hereunder and under the selling arrangements then in effect; provided, however, that such dealers (both NASD members and foreign dealers) agree that any such reallowance is to be retained and not reallowed in whole or in part. (i) To take all such other action as you deem advisable in all matters pertaining to sales of Securities or reserved Securities, as the case may be, to dealers, retail purchasers, member firms and specialists. (j) At any time with respect to unsold Securities retained by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers): (i) to reserve any of such Securities for sale by you for our account or (ii) to purchase any of such Securities that in your opinion are needed to enable you to make deliveries for the accounts of the several Underwriters pursuant to this Agreement; purchases may be made at the initial public offering price or, at your option, at such price less all or any part of the selling concession to dealers. (k) To consummate sales of Securities by Underwriters, except as otherwise set forth herein, on the terms specified under the selling arrangements then in effect. We understand that you will advise us when the Securities are released for public offering and of the amount of Securities sold or reserved for sale for our account. We shall retain for direct sale any Securities purchased by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) and not so sold or reserved. Direct sales will be made in accordance with the terms of offering set forth in the Prospectus or the Offering Circular. With your consent, we may obtain release from you for direct sale of any Securities held by you pursuant to subparagraphs (e) and (j) above but not sold and paid for. To the extent Securities so released had been reserved for sale to dealers, the amount of Securities reserved for our account for sale to dealers shall be correspondingly reduced. We will advise you from time to time, at your request, of the amount of Securities retained by us which remain unsold and of the amount of Securities remaining unsold which were delivered to us pursuant to the last paragraph of this Section 4. If so directed in the Invitation, we agree that without your consent we will not sell to any account over which we exercise discretionary authority any of our Securities. We will also comply with any other restriction that may be set forth in the Invitation. If, prior to (a) the termination of this Agreement with respect to the offering of the Securities or (b) the covering by X.X. Xxxxxxx & Sons, Inc. of any short position created by X.X. Xxxxxxx & Sons, Inc. for the accounts of the Underwriters pursuant to Section 6 hereof, you shall purchase or contract to purchase any of the Securities sold directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount equal to the selling concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Method of Offering. We authorize you to manage the underwriting and the offering of the Securities and to take such action in connection therewith and in connection with the purchase, carrying and resale of the Securities, including without limitation the following, as you in your sole discretion deem appropriate or desirable: (a) To determine the time of the initial public offering of the Securities, the initial public offering price and the Underwriters' gross spread and whether to purchase any Option Securities and the amount, if any, of Option Securities to be so purchased. (b) To make any changes in the initial public offering price or other terms of the offering. (c) To make changes in those who are to be Underwriters and in the respective amounts of the Firm Securities to be purchased by them, provided that our original underwriting commitment shall not be changed without our consent except as provided herein or in the Underwriting Agreement. (d) To determine all matters relating to advertising and communications with dealers or others. (e) To reserve for sale and to sell and deliver to institutions or other retail purchasers, for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price; provided, however, that such reservations and sales shall be made for the respective accounts of the several Underwriters as nearly as practicable in their respective underwriting proportions under the Underwriting Agreement, except for such sales for the account of a particular Underwriter designated by such a purchaser. (f) To reserve for sale and to sell and deliver to dealers (who may include any of the Underwriters), for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price, less a selling concession not in excess of the selling concession set forth in the Invitation, pursuant to the X.X. Xxxxxxx A.G. Edwards & Sons, Inc. Master Xxx. Xxxxer Dealers Agreement dated September 1998; provided, however, that such dealers shall be actually engaged in the investment banking or securities business and shall be either members in good standing of the National Association of Securities Dealers, Inc. (the NASD) or dealers with their principal place of business located outside the United States, its territories or its possessions and not registered as a broker-dealer under Section 15 of the United States Securities Exchange Act of 1934 (the EXCHANGE ACT) who agree to make no sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein; and provided, further, that each dealer shall agree to comply with the provisions of Rule 2740 of the NASD Conduct Rules, and each foreign dealer who is not a member of the NASD also shall agree to comply with the NASD's interpretation with respect to free-riding and withholding, to comply, as though it were a member of the NASD, with the provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420 of the NASD Conduct Rules as that Rule applies to a non-member foreign dealer. (g) To apportion such sales to dealers pursuant to clause (f) above among the Underwriters as nearly as practicable in the ratio that Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of each Underwriter so reserved bears to the total amount of Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of all Underwriters so reserved; provided, however, that if such ratio is to be revised by reason of the release for direct sale as hereinafter provided, sales may be apportioned by you from day to day on the basis of the ratio existing at the end of the preceding day. (h) To fix the selling concession to dealers and the reallowance to dealers and, after the initial public offering of the Securities, to make changes in the initial public offering price, selling concession and reallowance to dealers, commissions in connection with Contract Securities sold pursuant to Delayed Delivery Contracts, and other terms of sale hereunder and under the selling arrangements then in effect; provided, however, that such dealers (both NASD members and foreign dealers) agree that any such reallowance is to be retained and not reallowed in whole or in part. (i) To take all such other action as you deem advisable in all matters pertaining to sales of Securities or reserved Securities, as the case may be, to dealers, retail purchasers, member firms and specialists. (j) At any time with respect to unsold Securities retained by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers): (i) to reserve any of such Securities for sale by you for our account or (ii) to purchase any of such Securities that in your opinion are needed to enable you to make deliveries for the accounts of the several Underwriters pursuant to this Agreement; purchases may be made at the initial public offering price or, at your option, at such price less all or any part of the selling concession to dealers. (k) To consummate sales of Securities by Underwriters, except as otherwise set forth herein, on the terms specified under the selling arrangements then in effect. We understand that you will advise us when the Securities are released for public offering and of the amount of Securities sold or reserved for sale for our account. We shall retain for direct sale any Securities purchased by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) and not so sold or reserved. Direct sales will be made in accordance with the terms of offering set forth in the Prospectus or the Offering Circular. With your consent, we may obtain release from you for direct sale of any Securities held by you pursuant to subparagraphs (e) and (j) above but not sold and paid for. To the extent Securities so released had been reserved for sale to dealers, the amount of Securities reserved for our account for sale to dealers shall be correspondingly reduced. We will advise you from time to time, at your request, of the amount of Securities retained by us which remain unsold and of the amount of Securities remaining unsold which were delivered to us pursuant to the last paragraph of this Section 4. If so directed in the Invitation, we agree that without your consent we will not sell to any account over which we exercise discretionary authority any of our Securities. We will also comply with any other restriction that may be set forth in the Invitation. If, prior to (a) the termination of this Agreement with respect to the offering of the Securities or (b) the covering by X.X. Xxxxxxx A.G. Edwards & Sons, Inc. of any short xx xxx xxxxx position created by X.X. Xxxxxxx A.G. Edwards & Sons, Inc. for the accounts fox xxx xxxxxxts of the Underwriters pursuant to Section 6 hereof, you shall purchase or contract to purchase any of the Securities sold directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount equal to the selling concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Method of Offering. We authorize you to manage the underwriting and the offering of the Securities and to take such action in connection therewith and in connection with the purchase, carrying and resale of the Securities, including without limitation the following, as you in your sole discretion deem appropriate or desirable: (a) To determine the time of the initial public offering of the Securities, the initial public offering price and the Underwriters' gross spread and whether to purchase any Option Securities and the amount, if any, of Option Securities to be so purchased. (b) To make any changes in the initial public offering price or other terms of the offering. (c) To make changes in those who are to be Underwriters and in the respective amounts of the Firm Securities to be purchased by them, provided that our original underwriting commitment shall not be changed without our consent except as provided herein or in the Underwriting Agreement. (d) To determine all matters relating to advertising and communications with dealers or others. (e) To reserve for sale and to sell and deliver to institutions or other retail purchaserspurchases, for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price; provided, however, that such reservations and sales shall be made for the respective accounts of the several Underwriters as nearly as practicable in their respective underwriting proportions under the Underwriting Agreement, except for such sales for the account of a particular Underwriter designated by such a purchaser. (f) To reserve for sale and to sell and deliver to dealers (who may include any of the Underwriters), for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price, less a selling concession not in excess of the selling concession set forth in the Invitation, pursuant to the X.X. Xxxxxxx & Sons, Inc. Master Dealers Agreement dated September 1998; provided, however, that such dealers shall be actually engaged in the investment banking or securities business and shall be either members in good standing of the National Association of Securities Dealers, Inc. (the NASD) or dealers with their principal place of business located outside the United States, its territories or its possessions and not registered as a broker-dealer under Section 15 of the United States Securities Exchange Act of 1934 (the EXCHANGE ACT) who agree to make no sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein; and provided, further, that each dealer shall agree to comply with the provisions of Rule 2740 of the NASD Conduct Rules, and each foreign dealer who is not a member of the NASD also shall agree to comply with the NASD's interpretation with respect to free-riding and withholding, to comply, as though it were a member of the NASD, with the provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420 of the NASD Conduct Rules as that Rule applies to a non-non- member foreign dealer. (g) To apportion such sales to dealers pursuant to clause (f) above among the Underwriters Underwrites as nearly as practicable in the ratio that Securities (including any Securities purchased from the International Managers Manages pursuant to the Agreement Between U.S. Underwriters and International Managers) of each Underwriter so reserved bears to the total amount of Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of all Underwriters so reserved; provided, however, that if such ratio is to be revised by reason of the release for direct sale as hereinafter provided, sales may be apportioned by you from day to day on the basis of the ratio existing at the end of the preceding day. (h) To fix the selling concession to dealers and the reallowance to dealers and, after the initial public offering of the Securities, to make changes in the initial public offering price, selling concession and reallowance to dealers, commissions in connection with Contract Securities sold pursuant to Delayed Delivery Contracts, and other terms of sale hereunder and under the selling arrangements then in effect; provided, however, that such dealers (both NASD members and foreign dealers) agree that any such reallowance is to be retained and not reallowed in whole or in part. (i) To take all such other action as you deem advisable in all matters pertaining to sales of Securities or reserved Securities, as the case may be, to dealers, retail purchasers, member firms and specialists. (j) At any time with respect to unsold Securities retained by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers): (i) to reserve any of such Securities for sale by you for our account or (ii) to purchase any of such Securities that in your opinion are needed to enable you to make deliveries for the accounts of the several Underwriters pursuant to this Agreement; purchases may be made at the initial public offering price or, at your option, at such price less all or any part of the selling concession to dealers. (k) To consummate sales of Securities by Underwriters, except as otherwise set forth herein, on the terms specified under the selling arrangements then in effect. We understand that you will advise us when the Securities are released for public offering and of the amount of Securities sold or reserved for sale for our account. We shall retain for direct sale any Securities purchased by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) and not so sold or reserved. Direct sales will be made in accordance with the terms of offering set forth in the Prospectus or the Offering Circular. With your consent, we may obtain release from you for direct sale of any Securities held by you pursuant to subparagraphs (e) and (j) above but not sold and paid for. To the extent Securities so released had been reserved for sale to dealers, the amount of Securities reserved for our account for sale to dealers shall be correspondingly reduced. We will advise you from time to time, at your request, of the amount of Securities retained by us which remain unsold and of the amount of Securities remaining unsold which were delivered to us pursuant to the last paragraph of this Section 4. If so directed in the Invitation, we agree that without your consent we will not sell to any account over which we exercise discretionary authority any of our Securities. We will also comply with any other restriction that may be set forth in the Invitation. If, prior to (a) the termination of this Agreement with respect to the offering of the Securities or (b) the covering by X.X. Xxxxxxx & Sons, Inc. of any short position created by X.X. Xxxxxxx & Sons, Inc. for the accounts of the Underwriters pursuant to Section 6 hereof, you shall purchase or contract to purchase any of the Securities sold directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount equal to the selling concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Method of Offering. We authorize you to manage the underwriting and the offering of the Securities and to take such action in connection therewith and in connection with the purchase, carrying and resale of the Securities, including without limitation the following, as you in your sole discretion deem appropriate or desirable: (a) To determine the time of the initial public offering of the Securities, the initial public offering price and the Underwriters' gross spread and whether to purchase any Option Securities and the amount, if any, of Option Securities to be so purchased. (b) To make any changes in the initial public offering price or other terms of the offering. (c) To make changes in those who are to be Underwriters and in the respective amounts of the Firm Securities to be purchased by them, provided that our original underwriting commitment shall not be changed without our consent except as provided herein or in the Underwriting Agreement. (d) To determine all matters relating to advertising and communications with dealers or others. (e) To reserve for sale and to sell and deliver to institutions or other retail purchasers, for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price; provided, however, that such reservations and sales shall be made for the respective accounts of the several Underwriters as nearly as practicable in their respective underwriting proportions under the Underwriting Agreement, except for such sales for the account of a particular Underwriter designated by such a purchaser. (f) To reserve for sale and to sell and deliver to dealers (who may include any of the Underwriters), for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price, less a selling concession not in excess of the selling concession set forth in the Invitation, pursuant to the X.X. Xxxxxxx A.G. Edwards & Sons, Inc. Master Xxx. Xxxxxx Dealers Agreement dated September 1998; provided, however, that such dealers shall be actually engaged in the investment banking or securities business and shall be either members in good standing of the National Association of Securities Dealers, Inc. (the NASD) or dealers with their principal place of business located outside the United States, its territories or its possessions and not registered as a broker-dealer under Section 15 of the United States Securities Exchange Act of 1934 (the EXCHANGE ACT) who agree to make no sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein; and provided, further, that each dealer shall agree to comply with the provisions of Rule 2740 of the NASD Conduct Rules, and each foreign dealer who is not a member of the NASD also shall agree to comply with the NASD's interpretation with respect to free-riding and withholding, to comply, as though it were a member of the NASD, with the provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420 of the NASD Conduct Rules as that Rule applies to a non-member foreign dealer. (g) To apportion such sales to dealers pursuant to clause (f) above among the Underwriters as nearly as practicable in the ratio that Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of each Underwriter so reserved bears to the total amount of Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of all Underwriters so reserved; provided, however, that if such ratio is to be revised by reason of the release for direct sale as hereinafter provided, sales may be apportioned by you from day to day on the basis of the ratio existing at the end of the preceding day. (h) To fix the selling concession to dealers and the reallowance to dealers and, after the initial public offering of the Securities, to make changes in the initial public offering price, selling concession and reallowance to dealers, commissions in connection with Contract Securities sold pursuant to Delayed Delivery Contracts, and other terms of sale hereunder and under the selling arrangements then in effect; provided, however, that such dealers (both NASD members and foreign dealers) agree that any such reallowance is to be retained and not reallowed in whole or in part. (i) To take all such other action as you deem advisable in all matters pertaining to sales of Securities or reserved Securities, as the case may be, to dealers, retail purchasers, member firms and specialists. (j) At any time with respect to unsold Securities retained by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers): (i) to reserve any of such Securities for sale by you for our account or (ii) to purchase any of such Securities that in your opinion are needed to enable you to make deliveries for the accounts of the several Underwriters pursuant to this Agreement; purchases may be made at the initial public offering price or, at your option, at such price less all or any part of the selling concession to dealers. (k) To consummate sales of Securities by Underwriters, except as otherwise set forth herein, on the terms specified under the selling arrangements then in effect. We understand that you will advise us when the Securities are released for public offering and of the amount of Securities sold or reserved for sale for our account. We shall retain for direct sale any Securities purchased by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) and not so sold or reserved. Direct sales will be made in accordance with the terms of offering set forth in the Prospectus or the Offering Circular. With your consent, we may obtain release from you for direct sale of any Securities held by you pursuant to subparagraphs (e) and (j) above but not sold and paid for. To the extent Securities so released had been reserved for sale to dealers, the amount of Securities reserved for our account for sale to dealers shall be correspondingly reduced. We will advise you from time to time, at your request, of the amount of Securities retained by us which remain unsold and of the amount of Securities remaining unsold which were delivered to us pursuant to the last paragraph of this Section 4. If so directed in the Invitation, we agree that without your consent we will not sell to any account over which we exercise discretionary authority any of our Securities. We will also comply with any other restriction that may be set forth in the Invitation. If, prior to (a) the termination of this Agreement with respect to the offering of the Securities or (b) the covering by X.X. Xxxxxxx A.G. Edwards & Sons, Inc. of any short position xxx xxxxx xxsition created by X.X. Xxxxxxx A.G. Edwards & Sons, Inc. for the accounts xxx xxxxxxxs of the Underwriters pursuant to Section 6 hereof, you shall purchase or contract to purchase any of the Securities sold directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount equal to the selling concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.

Method of Offering. We authorize you to manage the underwriting and the offering of the Securities and to take such action in connection therewith and in connection with the purchase, carrying and resale of the Securities, including without limitation the following, as you in your sole discretion deem appropriate or desirable: (a) To determine the time of the initial public offering of the Securities, the initial public offering price and the Underwriters' gross spread and whether to purchase any Option Securities and the amount, if any, of Option Securities to be so purchased. (b) To make any changes in the initial public offering price or other terms of the offering. (c) To make changes in those who are to be Underwriters and in the respective amounts of the Firm Securities to be purchased by them, provided that our original underwriting commitment shall not be changed without our consent except as provided herein or in the Underwriting Agreement. (d) To determine all matters relating to advertising and communications with dealers or others. (e) To reserve for sale and to sell and deliver to institutions or other retail purchasers, for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price; provided, however, that such reservations and sales shall be made for the respective accounts of the several Underwriters as nearly as practicable in their respective underwriting proportions under the Underwriting Agreement, except for such sales for the account of a particular Underwriter designated by such a purchaser. (f) To reserve for sale and to sell and deliver to dealers (who may include any of the Underwriters), for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price, less a selling concession not in excess of the selling concession set forth in the Invitation, pursuant to the X.X. Xxxxxxx A.G. Edwards & Sons, Inc. Master Xxx. Xxxxxx Dealers Agreement dated September 1998; provided, however, that such dealers shall be actually engaged in the investment banking or securities business and shall be either members in good standing of the National Association of Securities Dealers, Inc. (the NASD) or dealers with their principal place of business located outside the United States, its territories or its possessions and not registered as a broker-dealer under Section 15 of the United States Securities Exchange Act of 1934 (the EXCHANGE ACTExchange Act) who agree to make no sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein; and provided, further, that each dealer shall agree to comply with the provisions of Rule 2740 of the NASD Conduct Rules, and each foreign dealer who is not a member of the NASD also shall agree to comply with the NASD's interpretation with respect to free-riding and withholdingRule 2790, to comply, as though it were a member of the NASD, with the provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420 of the NASD Conduct Rules as that Rule applies to a non-member foreign dealer. (g) To apportion such sales to dealers pursuant to clause (f) above among the Underwriters as nearly as practicable in the ratio that Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of each Underwriter so reserved bears to the total amount of Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) of all Underwriters so reserved; provided, however, that if such ratio is to be revised by reason of the release for direct sale as hereinafter provided, sales may be apportioned by you from day to day on the basis of the ratio existing at the end of the preceding day. (h) To fix the selling concession to dealers and the reallowance to dealers and, after the initial public offering of the Securities, to make changes in the initial public offering price, selling concession and reallowance to dealers, commissions in connection with Contract Securities sold pursuant to Delayed Delivery Contracts, and other terms of sale hereunder and under the selling arrangements then in effect; provided, however, that such dealers (both NASD members and foreign dealers) agree that any such reallowance is to be retained and not reallowed in whole or in part. (i) To take all such other action as you deem advisable in all matters pertaining to sales of Securities or reserved Securities, as the case may be, to dealers, retail purchasers, member firms and specialists. (j) At any time with respect to unsold Securities retained by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers): (i) to reserve any of such Securities for sale by you for our account or (ii) to purchase any of such Securities that in your opinion are needed to enable you to make deliveries for the accounts of the several Underwriters pursuant to this Agreement; purchases may be made at the initial public offering price or, at your option, at such price less all or any part of the selling concession to dealers. (k) To consummate sales of Securities by Underwriters, except as otherwise set forth herein, on the terms specified under the selling arrangements then in effect. We understand that you will advise us when the Securities are released for public offering and of the amount of Securities sold or reserved for sale for our account. We shall retain for direct sale any Securities purchased by us (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) and not so sold or reserved. Direct sales will be made in accordance with the terms of offering set forth in the Prospectus or the Offering Circular. With your consent, we may obtain release from you for direct sale of any Securities held by you pursuant to subparagraphs (e) and (j) above but not sold and paid for. To the extent Securities so released had been reserved for sale to dealers, the amount of Securities reserved for our account for sale to dealers shall be correspondingly reduced. We will advise you from time to time, at your request, of the amount of Securities retained by us which remain unsold and of the amount of Securities remaining unsold which were delivered to us pursuant to the last paragraph of this Section 4. If so directed in the Invitation, we agree that without your consent we will not sell to any account over which we exercise discretionary authority any of our Securities. We will also comply with any other restriction that may be set forth in the Invitation. If, prior to (a) the termination of this Agreement with respect to the offering of the Securities or (b) the covering by X.X. Xxxxxxx A.G. Edwards & Sons, Inc. of any xxx short position created by X.X. Xxxxxxx A.G. Edwards & Sons, Inc. for the accounts xxx xxxxxxxs of the Underwriters pursuant to Section 6 hereof, you shall purchase or contract to purchase any of the Securities sold directly by us, in your discretion you may (i) sell for our account the Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount equal to the selling concession to dealers with respect thereto and credit such amount against the cost thereof or (iii) require us to purchase such Securities at a price equal to the total cost of such purchase, including commissions, accrued interest, amortization of original issue discount or dividends and transfer taxes on redelivery.